As filed with the Securities and Exchange Commission on February 13, 2002
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
New Millenium Packaging Inc.
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(Exact name of registrant as specified in its charter)
Florida 3411 327213 65-1098393
- ---------------- ------------------ ------------------------ ----------------
(State or Other (Primary Standard (North American Industry (IRS Employer
Jurisdiction of Industrial Classification Number Identification
Incorporation or Classification System "NAICS" Number) "EIN" Number)
Organization) "SIC" Number)
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222 Lakeview Avenue, PMB 435,
West Palm Beach, FL 33401
(561) 832-5698-phone
(561) 659-5371-fax
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive office)
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Copy To:
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Ave., Suite 204
Palm Beach, Florida 33480
(561) 832-5696
Approximate date of commencement of proposed sale to the public:
As soon as practicable after effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x].
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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 an amendment which specifically states that the 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Disclosure of Alternative Used: Alternative 1|X| Alternative 2 |_|
CALCULATION OF REGISTRATION FEE
AMOUNT OFFERING AMOUNT
TITLE OF EACH CLASS OF TO BE PRICE PER OF OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SECURITY PRICE(2) FEE
Common stock, par value
$0.001 per share 1,000,000 $1.00 $1,000,000 $92.00
PROSPECTUS
New Millenium Packaging Inc.
Shares Offering Price Gross Proceeds to the Company
---------- -------------- -----------------------------
Minimum 100,000 $1.00 $100,000
Maximum 1,000,000 $1.00 $1,000,000
Selling Shareholders May Also Be Selling Up
To 350,000 Additional Shares
At The Conclusion Of Our Primary Offering
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO ONE IS AUTHORIZED TO GIVE ANY INFORMATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THIS OFFERING AND, IF GIVEN YOU SHOULD NOT RELY ON THIS
INFORMATION. THIS PROSPECTUS SHOULD NOT BE CONSIDERED AN OFFER TO ANY PERSON TO
WHOM SUCH AN OFFER WOULD BE UNLAWFUL.
YOU SHOULD NOTE THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN. CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
Company Information
We intend to qualify our shares for quotation on the NASD Bulletin Board
concurrently with the date of this prospectus. We are now in the process of
selecting an appropriate market maker and ticker symbol. However, we have not
had a market maker to apply to so qualify our shares. Hence, there is currently
no market for our shares.
Terms of the Initial Offering Period
Unless it is terminated earlier, the initial offering period will be until
September 30, 2002 unless extended and in no case later than December 31, 2002.
During the initial offering period, we will sell a minimum of 500 shares at
$1 per share with the minimum purchase being $500. Since there is no selling
commission, all proceeds from the sales will go to us.
This offering is being made on a self-underwritten basis through our only
principal, Mr. Patrick Gouverneur, without the use of securities brokers. All
proceeds from the sale of shares will be held in an attorney escrow account
maintained by Mintmire and Associates, our securities counsel.
If we do not sell a minimum of $100,000 of shares during the initial
offering period, we will promptly return, without interest, all money from
shares sold.
Additional Shares Being Offered
We will not receive any proceeds from the additional 350,000 shares which
may be offered by our selling shareholders during the secondary component of
this offering. The selling shareholders, if a trading market develops for the
shares, are expected to sell their shares at $0.50 - $2.50 per share during the
secondary component of this offering.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Carefully consider the risk factors on page 4 of this prospectus.
You must meet certain requirements in order the purchase the shares offered
in this prospectus. You must indicate in the Subscription Agreement and Power of
Attorney that you have either a net worth of at least $100,000.00 (exclusive of
home, furnishings and automobiles) or a net worth of at least $50,000.00 (also
exclusive of home, furnishings and automobiles) and an annual adjusted gross
income of not less than $25,000.00.
Table of Contents
Descriptive Title Page
PROSPECTUS SUMMARY............................................................4
SUMMARY FINANCIAL DATA........................................................5
RISK FACTORS..................................................................5
RELATED PARTY TRANSACTIONS....................................................7
FIDUCIARY RESPONSIBILITY OF THE COMPANY'S
MANAGEMENT....................................................................7
SELLING SHAREHOLDERS..........................................................8
APPLICATION OF PROCEEDS.......................................................9
CAPITALIZATION...............................................................10
DILUTION.....................................................................11
THE COMPANY..................................................................12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS....................................................16
ABSENCE OF CURRENT PUBLIC MARKET.............................................17
DESCRIPTION OF CAPITAL STOCK.................................................18
SUBSCRIPTION PROCEDURE.......................................................19
ERISA CONSIDERATIONS.........................................................19
LEGAL MATTERS................................................................19
EXPERTS......................................................................19
AVAILABLE INFORMATION........................................................20
APPENDIX I - FINANCIAL STATEMENTS...........................................I-1
APPENDIX II - SUBSCRIPTION AGREEMENT.......................................II-1
Prospectus Summary
The following is a summary of the information contained in this prospectus.
Before making any investment, you should carefully consider the information
under the heading "Risk Factors."
The Company New Millenium Packaging Inc. was incorporated in Florida on
April 17, 2001 but has had no business operations or
revenues to date. Our objective is to sell and distribute a
new small-sized nomad packaging (up to 0.5 liters) with an
integrated valve for non carbonated drinks (to the general
public). We currently have neither business operations nor a
website but we are in the process of creating a website to
achieve our objectives. We are a developmental stage company
organized by Patrick Gouverneur.
Securities Offered Maximum amount of shares offered ($1,000,000):1,000,000
by the Company shares at $1 per share.
Minimum amount of shares offered ($100,000): 100,000 shares
at $1 per share.
Offering Period(s) Initial: We will begin to sell shares on the date
listed on the cover of this prospectus. Our initial offering
period will close once the minimum $100,000 in shares is
sold and we close the escrow account. If the minimum
$100,000 in shares is not sold, by September 30, 2002 or
December 31, 2002, if extended, we will promptly return all
proceeds to the investors without interest.
Continuous: If, as expected, we do not sell the $1,000,000
maximum during the initial offering period, we will update
this prospectus and continue the offering for up to 24
months from the date this prospectus is issued, updating as
necessary. During this continuous offering period, we will
sell subscriptions for shares at $1 per share until a market
develops for the shares. We will then sell the shares at the
prevailing market price per share.
Proceeds Held Proceeds from these sales will not be paid to us until
the $100,000 minimum in sales is achieved. Investors are
reminded that, given its duration, investments may be held
in escrow until the end of the initial offering period. Even
if interest is earned, it will not be returned to investors
because of relevant state law pertaining to attorney escrow
accounts.
Investor You must meet certain requirements in order the purchase the
Requirements shares offered in this prospectus. You must indicate in the
Subscription Agreement and Power of Attorney that you have
either a net worth of at least $100,000.00 (exclusive of
home, furnishings and automobiles) or a net worth of at
least $50,000.00 (also exclusive of home, furnishings and
automobiles) and an annual adjusted gross income of not less
than $25,000.00.
Minimum
Subscription The minimum purchase is $500.
Risks and This investment involves substantial risks due in part to
Conflicts the costs which we will incur and the highly speculative
of Interest nature of our contemplated Internet-based packaging
business. Risks inherent in investing in our company are
discussed under "Risk Factors," including the substantive
doubt about our ability to continue as a going concern.
Plan of The shares are being on a self-underwritten basis by Patrick
Distribution Gouverneur, our sole principal.
Application of The proceeds of the offering are expected to be used to
Proceeds continue business operations and expand the scope of the
business. In the event we receive more than the $100,000
minimum, we intend to be more aggressive in implementing our
business plan.
3
Summary Financial Data
The following is a summary of the financial data contained in this
prospectus. This information reflects the our operations for the period from
inception, (April 17, 2001), to September 30, 2001.
Period Ended
September 30,
2001
------------------
Current assets $88,959
Non-current assets 0
Current liabilities 0
Gross Revenues 0
Gross Profit 0
Loss from continuing operations ($ 101)
Net loss ($ 101)
Risk Factors
We are a new development stage company. Before making an investment, you
should consider carefully, among others, the following risk factors.
1. We Are A Developmental Stage Company With No Net Worth. We are in the early
stage of development and have no net worth. We have been largely inactive to
date, having conducted no business except for fund-raising and organizational
activities. As a new enterprise in its development stage, we are under
- -capitalized and subject to cash shortages, limitations with respect to
personnel, technological, financial and other resources as well as lack of a
client base and market recognition, most of which are beyond our control.
Because of these factors, our activities may not attain the level or recognition
and acceptance necessary for us to become a viable Internet-based packaging
business.
2. We Have No Operating History Or Revenues With Which To Conduct Business. To
date, we have not yet begun business operations and, accordingly, have received
no operating revenues or earnings. As of April 30, 2001, we have assets totaling
approximately $41,761, mainly consisting of loans to related parties. Our
success is dependent upon obtaining additional financing from our intended
operations, placement of our equity and from third party resources. Our
marketing success depends upon our ability to generate sufficient sales to
enable us to continue our business operations. In the event we cannot generate
operating revenues sufficient to cover expenses, we will have to discontinue
operations.
3. We Have No Present Client Base And Limited Funds To Attract Customers. We
currently have no customers and we are not certain that we will be successful in
obtaining customers as planned through either our sales, placement of equity or
from third party resources. Further, the funding currently available to us will
only permit us to conduct business on a very limited scale. We may therefore
never generate enough revenues to market packaging products sufficient to
achieve a commercially viable client base. In the event we are unable to attract
and maintain viable business operations, we will have to close our business.
4. Our Competition May Be Too Strong For Business To Obtain Enough Customers.
The packaging markets in which we are engaged are subject to vigorous
competition. Our competitors include other packaging manufacturing companies,
packaging distribution solutions and retail packaging outlet companies, many of
which are larger and have greater financial and marketing resources than we do.
To the extent that these competitors aggressively protect their existing market
share through reduction of pricing and providing other purchasing incentives to
our targeted customers, our financial condition, results of operations or cash
flows could be adversely and seriously affected causing us to have to cease
operations.
4
5. The Possible Success Of Our Business Initially Is Entirely Dependent Upon The
Continued Services Of Mr. Gouverneur. Mr. Gouverneur expects to devote only the
time and entirely effort necessary to perform his responsibilities as sole
executive officer and director. We presently hold no key-man life insurance on
Mr. Gouverneur and have no employment contract or other agreement with him.
Since Mr. Gouverneur is currently the only employee, we would have to
discontinue operations if we were not able to retain Mr. Gouverneur until a
replacement could be found.
6. Mr. Gouverneur May Have Insufficient Experience. Although he has little or no
small packaging marketing or sales experience, it is critical to our commercial
viability that Mr. Gouverneur be able to use his networking abilities, printing
business past experience and general salesmanship to ensure our ability to
achieve a commercially viable market share of the packaging manufacturing
business. Given his lack of specific experience, we are not certain Mr.
Gouverneur will be able to successfully solicit and maintain adequate strategic
alliances to provide us with the products and services we need to conduct
business.
7. This Is A Self-Underwritten Offering Made By The Principal Who Has No
Relevant Prior Experience . Because there is no firm commitment for the purchase
of shares, we may not be able to sell the necessary $100,000 minimum. No
underwriter, placement agent or other person has contracted with us to purchase
or sell any of the shares offered. Accordingly, no commitment exists by anyone
to purchase any shares and, consequently, we may not be able to sell any of the
shares offered. In fact, the risk is greater in this case since Mr. Gouverneur
has not previously conducted a self-underwritten offering (meaning without the
use of broker-dealers).
8. Investor Funds May Be Held In Escrow Up To Nine Months From The Date Of This
Prospectus. We are endeavoring to sell at least $100,000 worth of shares. We may
not be able to achieve this minimum amount within the 2-9 months allotted for
this initial offering. Investors purchasing shares will not have access to the
money paid for the shares until the initial offering period has ended.
9. Operational Costs May Have Been Incorrectly Estimated; There May Be
Unforeseen Costs . If we have incorrectly estimated the costs for establishing a
client base or for obtaining a substantial volume of packaging sales, we may
expend significantly more funds than anticipated without expanding the business.
Moreover, we could encounter costs not currently foreseen. In either event, we
would not be able to continue operations, as projected, and would have to close
the business.
10. There Are No Current Plans To Pay Dividends. Each share is entitled to
dividends if and when the Board of Directors decides to distribute dividends.
However, we currently have no plans to pay dividends, either now or for the
foreseeable future. The amount and frequency of dividends distributed to
shareholders is solely within the discretion of our management, currently only
Mr. Gouvermeur. At present, we will retain any earnings for the operation and
expansion of the business.
11. There Is Broad Discretion Of Management With Regard To Application Of
Proceeds And It Could Have An Adverse Effect On Company Growth. The amounts
discussed in the "Application of Proceeds" section indicates the proposed use of
proceeds from this offering. However, management may choose to use these funds
in ways that vary from the usage stated in this prospectus without consent from
the investors. These decisions could have an adverse effect on our
profitability.
12. Our Arbitrary Offering Price Is in Excess of the Net Tangible Book Value and
Associated Dilution. The common stock's price per share in this offering has
been arbitrarily determined by Mr. Gouverneur and bears no relationship to our
assets, book value or net worth. Hence, subscribers of shares in this offering
will pay a price per share that substantially exceeds the value of our assets
after subtracting liabilities.
13. The Absence Of Public A Market For Shares Will Adversely Affect The Market
Price And Liquidity Of The Shares. There is no public market for our shares of
common stock. It is possible no market will develop. If a market for our shares
develops, it might not continue. If an active public market does not develop or
is not maintained, the market price and liquidity of the shares may be adversely
affected. Consequently, if you choose to purchase shares as a result of this
offering, you may not be able to re-sell your shares in the event of an
emergency or for any other reason. Also, the shares may not be readily accepted
as collateral for a loan. Accordingly, you should consider the purchase of
shares only as a long-term investment.
14. Our Shares Will Be Listed As "Penny Stock" If a Secondary Market Develops
For The Shares. In the event a secondary trading market develops for our shares,
the common stock is expected to come within the meaning of the
5
term "penny stock." It will, therefore, be less likely that brokers will sell
the shares due to the difficulty imposed by the penny stock regulations in
selling the stock. As long as our common stock is considered penny stock, these
regulations can be expected to have an adverse effect on the liquidity of any
common stock which may develop in the secondary market.
Related -Party Transactions
The following inherent or potential conflicts of interests should be
considered by prospective investors before subscribing for shares:
Existing Ownership of Shares by Sole Principal
Owner Date Issued Number of Shares
- ------------------------ ---------------- -----------------------
Patrick Gouverneur 04/17/2000 600,000
President and director
We have no plans to issue any additional securities to management,
promoters, affiliates or associates at the present time. If the Board of
Directors adopts an employee stock option or pension plan, we may issue
additional shares according to the terms of this plan.
Business with Affiliates
We have only done business in our opinion with affiliates at the prices and
on terms comparable to those of non-affiliates. The Board of Directors must
approve any related party contract or transaction.
We do not intend to use the proceeds from this offering to make payments to
any promoters, management or any of their affiliates except as salaries,
benefits and out of pocket expenses. We have no present intention of acquiring
any assets of any promoter, management or their affiliates or associates. In
addition, we have no current plans to acquire or merge with any business which
our promoters, management or their respective affiliates have an ownership
interest. Although there is no present potential for a related party
transaction, in the event that any payments are to be made to promoters and
management, this information will be disclosed to the shareholders.
There are no arrangements or agreements between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence company affairs.
Fiduciary Responsibility of the Company's Management
Our counsel has advised us that we have a fiduciary responsibility for the
safekeeping and use of all company assets. Management is accountable to each
shareholder and required to exercise good faith and integrity with respect to
its affairs. For example, management cannot commingle the company's property
with the property of any other person, including that of any current or future
member of management.
According to federal and state statutes, including the Florida General
Corporation Law, shareholders in a corporation have the right to bring class
action suits in federal court to enforce their rights under federal securities
laws. Shareholders who believe that our management may have violated applicable
law regarding fiduciary duties should consult with their own counsel as to their
evaluation of the status of the law at that time.
Selling Shareholders
The shareholders listed below are offering a total of 350,000 shares in
addition to the up to 1,000,000 shares we are selling. The shareholders, not the
company, will receive the proceeds from the sale of their individual shares.
The only selling shareholder who has held a position, office or had any
other material relationship with the company since inception is Patrick
Gouverneur , our President and sole director. Each selling shareholder may offer
all, some or none of the common stock they own.
6
Amount of Shares
Name of Owner Total Shares Owned Being Sold (1)
Patrick Gouverneur 600,000 50,000
222 Lakeview Avenue, PMB 435,
West Palm Beach, FL 33401
Quebec Inc. 100,000 100,000
400 rue St Jacques Montreal
Canada
Jardasi Azzedine 60,000 60,000
10 rue Misericorde
Tunis
Egire Finance 35,000 35,000
10 rue de la Paix
75 002 Paris
Jean Michel Marinakis 30,000 30,000
22 rue de la porte d'Asnieres
75 017 Paris
Fayez Naroz 25,000 25,000
17 rue Simone Weil
75 013 Paris
Lotfi Bel Hadj 17,500 17,500
95 rue de Tocqueville
75 017 Paris
Azzouz Baccar 10,000 10,000
18 Allee Fontainbleau
Paris
Martial Djeradi 10,000 10,000
7 rue Marbeau
75 116 paris
Fabrice Laffont 7,500 7,500
10 rue Ibry
92 200 Neuilly sur Seine
Maurice Mayeko 5,000 5,000
169 Chevalerie
60 230 Chambly
Total: 900,000 350,000
========================= =======================
(1) With the exception of Patrick Gouverneur, our President and sole director,
each of these selling shareholders owns less than 1% percent of our common
shares.
7
Application of Proceeds
Net proceeds from the sale of the shares of common stock are estimated to
be $960,000 if the maximum 1,000,000 shares is sold at $1.00 per share and
$60,000 if only the 100,000 minimum number of shares is sold. We will not
receive any money from the sales of shares by the selling shareholders. The
amount of net proceeds reflects the expected cost of $40,000 in expenses at both
the minimum or maximum offering.
These proceeds will be used to finance the expansion of our activities as
well as for general business purposes. In the event only the minimum sales are
made, we will concentrate our efforts primarily on expanding our lines of
credit. In the event that more than the minimum is sold, we intend to expand
operations, personnel and projects. None of the estimates include income from
revenue. While we anticipate receiving income from our day-to-day operations,
this income may not be enough to generate a positive cash flow before proceeds
from the sale of shares from this offering are expended.
The following table sets forth the use of the proceeds from this offering:
[Balance of page intentionally left blank.]
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Use of Proceeds (1)(2)
$ $ $
---------------------------- ---------------------------- ----------------------------
Dollar Dollar Dollar
Amount Percentage Amount Percentage Amount Percentage
------------- ------------- ------------- ------------- ------------ --------------
GROSS PROCEEDS $100,000 100.0% $550,000 100.0% $1,000,000 100.0%
Offering expenses
Legal Fees 30,000 30.0% 30,000 5.5% 30,000 3.0%
Accounting Fees 5,000 5.0% 5,000 1.0% 5,000 0.5%
Filing Fees 5,000 5.0% 5,000 1.0% 5,000 0.5%
Net Proceeds from 60,000 60.0% 510,000 92.7% 960,000 96.0%
Offering
Use of Net Proceeds(3)
Website Development 25,000 41.7% 50,000 9.8% 75,000 7.8%
Ongoing Website 5,000 8.3% 10,000 2.0% 15,000 1.6%
Modifications
Salaries 0 0.0% 75,000 14.7% 150,000 15.6%
Research and 10,000 16.7% 25,000 4.9% 75,000 7.8%
Development
Working Capital 20,000 33.3% 350,000 68.6% 645,000 67.2%
Total Use of Net 60,000 60.0% 510,000 92.7% 960,000 96.0%
Proceeds
(1) In order to begin our operations, we incurred costs of approximately
[$25,000] for equipment, printing and related expenditures paid by Mr.
Gouverneur. We do not intend to reimburse Mr. Gouverneur for these costs.
(2) We reserve the right to change the application of proceeds depending on
unforeseen circumstances at the time of this offering. The intent is to
implement our business plan to the fullest extent possible with funds
raised in this offering.
(3) If the minimum offering of $100,000 is achieved, proceeds from this
offering are expected to satisfy our cash requirements for the next 12
months. Therefore, it should not be necessary to raise additional funds in
order for us to continue operations.
We are not currently in default or breach of any type of indebtedness or
financing arrangement. Nor are we subject to any unsatisfied judgments, liens or
settlement obligations. However, we do anticipate cash flow difficulties while
setting up our business operations.
Capitalization
The following table shows our capitalization as of February 11, 2002,
and the pro forma capitalization on the same date. This information reflects the
sale of the 100,000 shares offered for estimated net proceeds of $60,000. This
information also indicates the sale of 1,000,000 shares offered for estimated
net proceeds of $960,000.
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As Adjusted
----------------------------------
Actual Minimum Maximum
---------------- ---------------- ----------------
Shareholders' equity Common stock, $0.0001 par value;
50,000,000 Shares authorized; 900,000 Shares issued and
outstanding; 100,000 minimum and 1,000,000 maximum
shares to be issued and outstanding, as adjusted. $ 90 $ 100 $ 190
Additional Paid-in Capital 179,970 249,960 1,149,870
Stock Subscription Receivable (91,000) (91,000) (91,000)
Deficit accumulated during the development stage (101) (101) (101)
Total Shareholders' equity and total capitalization 88,959 158,959 1,058,959
Dilution
The following table shows the percentage of equity the investors in this
offering will own compared to the percentage of equity owned by the present
shareholders and the comparative amounts paid for the shares by the investors as
compared to the total consideration paid by our present shareholders.
Dilution for $100,000 Offering
Initial public offering price per share $1.00 (100.0%)
Net tangible book value per share before offering $0.099 (9.9%)
Increase per share attributable to new shareholders $0.06 (6.0%)
Pro forma net tangible book value per share after offering $0.159 (15.9%)
Total dilution per share to new shareholders $0.841 (84.1%)
Shares Purchased Total Consideration
------------------------- -----------------------
Average Price
Number Percent Amount Percent Per Share
------------ ----------- ----------- ---------- ----------------
Existing Shares 900,000 90% $89,060 47.0% $0.099
New Shares 100,000 10% $100,000 52.89% $1.00
Total 1,000,000 100% $189,060 100.0% $0.189
Dilution for $1,000,000 Offering
Initial public offering price per share $1.00 (100.0%)
Net tangible book value per share before offering $0.099 (9.9%)
Increase per share attributable to new shareholders $0.458 (45.8%)
Pro forma net tangible book value per share after offering $0.557 (55.7 %)
Total dilution per share to new shareholders $0.443 (44.3 %)
Shares Purchased Total Consideration
------------------------- -----------------------
Average Price
Number Percent Amount Percent Per Share
------------ ----------- ----------- ---------- ----------------
Existing Shares 900,000 47.37 $89,060 8.18 $0.099
New Shares 1,000,000 52.63 $1,000,000 91.82 $1.00
Total 1,000,000 100.0 $1,089,060 100.0 $0.57
The Company
Introduction
New Millenium Packaging Inc. was incorporated under the laws of Florida on
April 17, 2001 . We are a developmental stage company founded by Mr. Patrick
Gouverneur, our sole executive. We have no business operations or revenues to
date. There is no guarantee that we will be able to conduct business operations
or generate revenues in the future. At present, our company offices are located
at: 222 Lakeview Avenue, PMB 435, West Palm Beach, FL 33401. Our telephone
number is (561)832-5698.
Since incorporating our company in 2001, we have conducted initial research
into distribution opportunities available to manufacturers' representatives in
general with a focus on distribution of new innovative and patented drink
packaging solutions. This research entailed the extensive study of specific
packaging manufacturers and accessory device manufacturers and their present
distribution methods and outlets. The results of our research have given us an
understanding of the expansiveness of these manufacturers and their existing
distribution relationships. Other research has included the study of
distribution and marketing medium. This study involved an analysis of existing
distribution of packaging and related devices. Our research has been our primary
focus in addition to our organizational activities. These research efforts and
organizational efforts have to date consumed our total company efforts.
We will endeavor to provide, through the burgeoning global distribution
market, a unique alternative for special drink packaging purchasers, which would
enable customers to make very specific and personal purchasing decisions at an
attractive price point. However, we have generally been inactive to date, having
conducted no business operations except for organizational, fund-raising and
market research activities since inception.
Timeline of Company Efforts
Within 12 to 15 months from the date of this prospectus, it is essential
that we successfully raise a minimum of $100,000. We expect to be able to
utilize this offering as the primary focus to achieve the raising of such
capital.
During this process, we will refine our market research and seek to obtain
preliminary letters of agreement with various packaging manufacturers to assure
us of an adequate offering of choices of product to our customers. Mr.
Gouverneur's primary focus will be the initial establishment of these
relationships.
In order to become fully operational and profitable, we must first
successfully raise a minimum of $100,000 in the present offering. Once we have
raised these funds we will be able to develop our distribution network, obtain
contractual supply commitments with packaging manufacturers; and launch our
Website. Funds generated from this offering will be used at each step of the
above-described milestones. We have already begun researching the packaging
industry and Mr. Gouverneur has expended costs of approximately $25,000 towards
the purchase of equipment, printing, legal and accounting expenses and is
committed to the success of our business plan.
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Immediately upon the successful completion of at least the minimum
offering, we expect the preliminary letters of agreement will be converted into
firm contracts. We anticipate that this process will require no more than 18
months from the date of this prospectus.
Once we have achieved at least this minimum, we will seek to employ
additional key personnel. We view the addition of a controller with excellent
accounting skills to be an essential. In addition, as we progress into a fully
operational business entity, we will add to management an experienced executive
officer who has distribution marketing experience. We anticipate that this
position will be filled within 20 days of successfully achieving the minimum
offering. We strongly believe that Mr. Gouverneur's initial entrepreneurial
vision will enable us to successfully launch our business model; however, we
believe that it will take a seasoned marketing executive to enable us to grow
beyond the start-up stage and into a successful and profitable business entity.
It is anticipated that we will incur an annual average salary expense of $75,000
per executive. In addition to their annual salaries, we will offer a stock
option plan and employee profit sharing plan. However, neither plan has been
created as of the date of this prospectus.
Within two months after we achieve the $100,000 minimum offering, it will
be our primary focus to finalize the products' design of our company. It is our
goal to partner with our packaging manufacturers in the design and expense of
our image. We anticipate the actual cost of the marketing campaign itself will
be fully subsidized from the partnering efforts and ongoing arrangements with
our prospective accessory manufacturers.
At this point, we have not generated any revenues due to the preliminary
research and organizational activities which have consumed our attention. As a
result of this initial limited focus, we have no current business operations.
There is no guarantee that we will be able to successfully establish business
operations or revenues to a point where our business becomes viable.
Competition
While there is no direct competitor with the Company in its innovative
design packaging concept, the following mediums exist for packaging of similar
products:
- - Cardboard packaging - Iron or aluminum can
- - Glass bottle - Plastic bottle
- - Stand up pouch - Supple plastic pouch
Advertising
It is our belief that the packaging industry has not fully utilized the
distribution opportunities offered by the Internet.
In the initial advertising phase, we intend to list our website on the ten
largest search engines, including excite@home, yahoo, infoseek, America Online,
LookSmart, About, Alta Vista, Google, DirectHit, Yep and NorthernLight, of which
the latter five search engines use computer algorithms to predict relevance. To
assure accessibility and visibility in the search engine listings, we will
employ available services to manually submit the listing on the search engines,
wherever possible once a month, and to enter the submission under several
relevant key categories to enhance hits.
Management
The following table reflects the name, address, age and position of the
executive officer and director. For additional information, see the biographical
information that follows:
11
Name and Address Age Position
- ----------------------- ---- ----------------------------------------
Mr. Patrick Gouverneur 49 President, Secretary, Chief Executive
9988 Grande Verde, #102 Officer and Director
Boca Raton, FL 33418
Patrick Gouverneur, age 49, has been the sole officer and director of the
Company since April 2001 (inception). He dedicates as much time as is necessary
to operate the Company. He also currently serves as President of Printing
International Corp, a U.S company editing brochures and catalogues for the
French market. Additionally, he is the President of CIF International Corp, a
U.S company which manages real property. In 1997, CIF International purchased a
commercial building in the Miami area. This building was remodeled and
transformed into a Medical Center and was sold in April 2000. He also currently
serves as a part-time Journalist for a French news magazine named "Marianne." In
1970, Mr. Gouverneur received his Baccalaureate degree from Lycee Ste Barbe in
Paris. In 1975 he attended The European Business School in Paris, where he
earned a Business Degree with a major in Finance.
Remuneration and Employment Contracts
600,000 shares of common stock have been issued to Mr. Patrick Gouverneur
Except for this described compensation, it is not anticipated that any
executive officer will receive any cash or non-cash compensation for his or her
services. When we begin operations, and subject to the following provisions, it
is expected that the Board of Directors will approve the payment of salaries in
a reasonable amount to our sole officer for his services.
Compensation of Directors
Until we have $250,000 in sales, no officer or member of the Board of
Directors will be paid separately for their services. Directors' out-of-pocket
expenses will be reimbursed upon presentation of appropriate documents. Mr.
Gouverneur is initially our sole Director.
Employee Benefits
We do not provide officers with pension, stock appreciation rights,
long-term incentive or other plans but have the intention of implementing such
plans in the future.
We intend to implement a restricted employee stock option plan. Under this
plan, the Board of Directors could grant employees, directors and certain
advisors options to purchase shares at exercise prices of at least 85% of the
then current market price. Income from any such options is not expected to be
tax deferrable. As of the date of this prospectus, the plan has not been defined
and no options have been granted but it is anticipated that 500,000 shares will
be reserved.
We intend to adopt an employee bonus program to provide incentive to our
employees. This plan would pay bonuses in cash or stock to employees based upon
our pre-tax or after-tax profit for a particular period. We also intend to adopt
a retirement plan, such as a 401(k) retirement plan, and implement an employee
health plan comparable to the industry standard. Establishment of such plans and
their implementation will be at the discretion of the Board of Directors; any
such bonus plan will be based on annual objective, goal-based criteria developed
by the Board of
12
Directors for eligible participants and will be exercisable only at prices
greater than or equal to the market value of the underlying shares on the date
of their grant.
Litigation
There has never been any material civil, administrative or criminal
proceedings concluded, pending or on appeal against Mr. Patrick Gouverneur or
us.
Securities Ownership of Certain Owners and the Principal Shareholder
The following table summarizes certain information with respect to the
beneficial ownership of company shares, immediately prior to and after this
offering. The following table sets forth information as of February 11, 2002,
regarding the ownership of common stock by each shareholder known to be the
owner of more than 5% of the outstanding shares, each director and all executive
officers and directors as a group. Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares of
common stock beneficially owned.
Prior to Offering(1) After the Offering
-------------------- --------------------------------------------
Name of and Address of Minimum (2) Maximum(3)
------------------ -----------------------
Beneficial Owner: Number % Number % Number %
- ------------------------------------ --------- ------ ---------- ------ ----------- ----------
Patrick Gouverneur (1) (2) (3) 600,000 66.7% 600,000 60% 550,000 31.6%
All Directors, Officers and 600,000 66.7% 600,000 60% 550,000 31.6%
Shareholders as a Group (one
person)
Total Shares Outstanding 900,000 1,000,000 1,900,000 1,900,000
(1) Based upon 900,000 shares of our common stock issued and outstanding as of
February 11, 2002. If he sells all 50,000 shares, his ownership of then
outstanding shares would decline to 50% at the 100,000 share minimum and
28.94% at the 1,000,000 share maximum. As indicated in the Selling
Shareholders table , page 7, Mr. Gouverneur may sell up to 120,000 shares
of his common stock.
(2) Our sole executive officer.
(3) Our sole member of the Board of Directors.
13
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Since inception, we have conducted no business operations except for
organizational, capital-raising and market research activities. For the period
from inception through September 30, 2001, we have had no revenue from
operations and accumulated operating expenses amounted to $101. These operating
expenses are related to start up, legal and organizational expenses. We propose
to sell innovative drink packaging and related devices to the public via
commercial distribution
We have approximately $89,000 in cash currently in the bank and feel that
this will meet our specific cash requirements for the next 3 to 12 months. In
addition, we have completed a majority of the start-up organizational,
fund-raising and research activities necessary to position us to start the next
level of our business. We do not foresee the incurring of additional losses at
this point. However, we must successfully complete this offering (at least the
$100,000 minimum), the finalization of the design and implementation of our
product, the establishment of binding agreements with packaging industries and
their drop shipment partners culminating with the hiring of our controller
followed by the hiring of a retail experienced chief executive officer. We
anticipate that these efforts can be undertaken with the raising of the minimum
of $100,000 from this offering. If we are unable to generate sufficient capital
from our offering or revenue from operations to implement our business plans, we
intend to explore all available alternatives for debt and equity financing,
including private and public securities offerings.
Initially, Mr. Gouverneur will be solely responsible for developing our
business. However, when sufficient capital becomes available, we expect to
employ a controller and a CEO. In addition, we expect to continuously engage in
market research in order to monitor new market trends and other critical
information deemed relevant to our business. This continuous research will take
the form of reports from our sole officer
Financial Condition, Capital Resources and Liquidity
General
1. At September 30, 2001, we had $89,000 in assets and $0.00 (zero) liabilities.
2. Since inception, we have received $89,000 in cash as payment for the issuance
of shares and $91,000 in stock subscriptions receivable.
3. Our working capital is presently minimal and there can be no assurance that
our financial condition will improve.
4. Management expects to continue to have minimal working capital or a working
capital deficit as a result of current liabilities.
Issuance of Stock
1. At inception, we issued 600,000 "founders" shares of common stock valued at
$60 to Mr. Gouverneur for services rendered in setting up the company.
2. From April through October 1, 2001, we sold a total of 300,000 shares of
common stock to French and Canadian residents for cash totaling $180,000. All
were accredited investors. No underwriter was employed in connection with the
offering and sale of the shares. The Company sold its stock in a
self-underwritten offering conducted pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the "Act"), and Rules 505 and 506 of Regulation D
promulgated thereunder. This offering was made in France and Florida. We
undertook the offering of shares of common stock on October 1, 2001, and did not
pay any underwriting discounts or commissions.
14
Even though we believe with the successful minimal offering, we will obtain
sufficient capital with which to implement our business plan on a limited scale,
we do not expect to continue operations on a larger scale without an additional
increase in revenue from the promotion and/or and additional infusion of
capital. In order to obtain additional equity financing, management may be
required to dilute the interest of existing shareholders.
Net Operating Losses
We have net operating losses carry-forwards of $100, expiring at December
21, 2021. These operating expenses are related to start up, legal and
organizational expenses. We also have a $15 deferred tax asset resulting from
the loss carry-forwards. We have established a 100% valuation allowance for this
asset. Until our current operations begin to produce earnings, our ability to
utilize these carry-forwards is unclear.
Historical Fact Versus Projection and Expectation
Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations. These
subjective assessments are subject to risks and uncertainties that could cause
actual results to differ materially from those stated or implied by the
forward-looking statements.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 established accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. In
accordance with SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities Deferral of the Effective Date of FASB Statement No. 13," the Company
delayed the implementation of SFAS No. 133, as amended by SFAS 138. The standard
is effective January 1, 2001 and management does not expect the adoption of the
standard to have any impact on the financial position or results of operations
of the Company.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
summarizing the SEC's views in applying generally accepted accounting principles
to various revenue recognition issues. Management believes that its revenue
recognition practices and in conformity with SAB No. 101.
In April 2000, the FASB issued FASB Interpretation No. 44 ("FIN No. 44"),
"Accounting for Certain Transactions Involving Stock Compensation: An
interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.
In September 2000, the FASB issued SFAS No. 140 "Accounting for "Transfers
and Servicing of Financial Asset and Extinguishment of Liabilities", a
replacement of SFAS No. 125. The standard is effective in 2001 and management
does not expect the standard to have any effect on our financial position or
results of operations.
Absence of Current Public Market
There is no current public trading market for the shares. While we intend
to have a market maker apply to qualify the shares for quotation on the NASD
Over-the-Counter Bulletin Board ("OTCBB") under the symbol "NMPI" on the same
date we file this prospectus, there is no assurance that we can satisfy the
current pertinent listing standards or, if successful in getting listed, avoid
later de-listing.
15
Description of Stock
We are authorized to issue 50,000,000 shares of common stock, $.001 par
value. Our legal counsel, Mintmire and Associates, has concluded the issued and
outstanding shares of common stock being registered will be validly issued,
fully paid and non-assessable. In order to obtain equity financing, we may be
required to dilute the interest of existing shareholders or forego a substantial
portion of our revenues, if any.
All shares have equal voting rights of one vote per share. Shareholders may
vote in all matters to be voted upon by the shareholders. A majority vote is
required on all corporate action. Cumulative voting in the election of directors
is not allowed, which means that the holders of more than 50% of the outstanding
shares can elect all the directors as they choose to do so and, in such an
event, the holders of the remaining shares will not be able to elect any
directors. The shares have no preemptive, subscription, conversion or redemption
rights and can only be issued as fully-paid and non-assessable shares.
Dividends
The holders of outstanding shares are entitled to receive dividends out of
the assets legally available whenever and in whatever amounts the Board of
Directors may determine. We do not expect to pay dividends for the foreseeable
future.
Preferred Stock
We are authorized to issue 10,000,000 shares of preferred stock, $.001 par
value. The issuance of preferred stock does not require does not require
approval by our shareholders. Shareholders may have the right to receive
dividends, certain preferences in liquidation and conversion and other rights.
Currently, we have no issued and outstanding preferred shares and none are
contemplated.
Transfer Agent
Interwest Transfer Co., Inc., 1981 East Murray Holladay Road, Suite 100,
Salt Lake City, UT 84117.
Certain Provisions of Florida Law
Section 607.0902 of the Florida Business Corporation Act prohibits voting
by shareholders in a publicly-held Florida corporation who acquired their shares
in a control share acquisition unless the acquisition of incorporation or bylaws
specifically state that this section does not apply. A control share acquisition
is an acquisition of shares that immediately entitles the shareholder to vote in
the election of directors within each of the following ranges of voting power:
1. one-fifth or more, but less than one-third of such voting power;
2. one-third or more, but less than a majority of such voting power; or
3. more than a majority of such voting power.
Our Amended Articles of Incorporation specify that Section 607.0902 does
not apply to control-share acquisitions of shares we offer.
Shareholders are entitled to one vote per share on all matters to be voted
upon by shareholders. Once payment- in- full is made for the shares, this right
is non-assessable. In the event we go out of business, the shareholders are
entitled
16
to share in all remaining assets after liabilities are paid. There are no
redemption or sinking fund provisions or preemptive rights with respect to the
shares. Shareholders have no right to require us to redeem or purchase shares.
Subscription Procedure
In order to purchase shares:
1. An investor must complete and sign copy of the subscription agreement and
power of attorney.
2. Checks should be made payable as follows:
New Millenium Packaging Inc. -- Attorney Escrow Account.
The minimum check amount accepted is $500.
3. The check and the subscription agreement should be mailed or delivered to the
escrow agent:
Mintmire and Associates
265 Sunrise Avenue
Suite 204
FL 33480 Palm Beach
You must indicate in the subscription agreement whether your net worth
and/or annual income meet indicated suitability standards set forth in
"Prospectus Summary." In addition, you must indicate that you have received this
prospectus and that you are a citizen or permanent resident of the United
States.
Escrow Account
Funds from the sale of this offering will be retained in an attorney escrow
account maintained with our securities counsel. Under pertinent Florida
regulation, interest will be paid to the Florida Bar Association for funding
attorney representation for those who cannot otherwise afford counsel.
Accordingly, any interest will not be paid to us or shareholders. If the minimum
is not achieved, the full subscription amount will promptly be returned without
deduction.
ERISA Considerations
Those who consider purchasing shares on behalf of qualified plans are urged
to consult with tax and ERISA counsel to determine that such a purchase will not
result in a violation of prohibited transaction under ERISA, the Internal
Revenue Code or other applicable law. We will rely on the determination made by
such experts, although no shares will be sold to any plans if we believe that
the sale will result in a prohibited transaction under ERISA or the Code.
Legal Matters
The validity of Shares being offered by this prospectus will be passed upon
for by Mintmire and Associates, 265 Sunrise Avenue, Suite 204, FL 33480 Palm
Beach.
Experts
The financial statements included in this prospectus and in the
registration statement have been audited by Durland & Company, CPAs, P.A.,
independent certified public accountants. Their report contains information
regarding our ability to continue doing business.
17
Available Information
We have filed a Registration Statement on Form SB-1 with the Securities and
Exchange Commission with respect to the securities offered in this prospectus.
This prospectus does not contain all of the information in the registration
statement, certain portions have been omitted pursuant to the rules and
regulations of the SEC. You may inspect and copy the registration statement at
the public reference facilities of the SEC as well as at the SEC's regional
offices:
Main Office: Regional Offices:
450 Fifth Street, N.W., 500 West Madison -- Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60601
Copies of the registration statement can be obtained from the Public
Reference Section of the SEC's main office. Statements made, in this prospectus
concerning the contents of any documents referred to herein are not necessarily
complete and in each instance, are qualified in all respects by reference to the
copy of the entire document filed as an exhibit to the registration statement.
For further information about us and the shares of common stock we are
offering, you may inspect a copy of our registration statement and the
associated filing documents at the public reference facilities of the SEC. The
registration statement and related materials have also been filed electronically
with the SEC. Accordingly, these materials can be accessed through the SEC's
website that contains reports, proxy and information statements and other
information regarding registrants (http// www.sec.gov) .
18
APPENDIX I
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report................................................F-2
Balance Sheet...............................................................F-3
Statement of Operations.....................................................F-4
Statement of Stockholders' Equity...........................................F-5
Statement of Cash Flows.....................................................F-6
Notes to Financial Statement................................................F-7
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
West Palm Beach, Florida
We have audited the accompanying balance sheet of New Millenium Packaging, Inc.,
a development stage enterprise, as of September 30, 2001, and the related
statements of operations, stockholders' equity and cash flows for the period
from April 17, 2001 (Inception) through September 30, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit 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
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and 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.
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 New Millenium Packaging, Inc.
as of September 30, 2001 and the results of its operations and its cash flows
for the period from April 17, 2001 (Inception) through September 30, 2001, in
conformity with generally accepted accounting principles.
/s/ Durland & Company
Durland & Company, CPAs, P.A.
Palm Beach, Florida
October 29, 2001
F-2
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Balance Sheet
September 30, 2001
----------------------
ASSETS
CURRENT ASSETS
Cash $ 88,959
----------------------
Total current assets 88,959
----------------------
Total Assets $ 88,959
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade $ 0
Related party 0
----------------------
Total current liabilities 0
----------------------
Total Liabilities 0
----------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
0 issued and outstanding 0
Common stock, $0.0001 par value, authorized 50,000,000 shares;
900,000 issued and outstanding 90
Additional paid-in capital 179,970
Stock subscriptions receivable (91,000)
Deficit accumulated during the development stage (101)
----------------------
Total stockholders' equity 88,959
----------------------
Total Liabilities and Stockholders' Equity $ 88,959
======================
The accompanying notes are an integral part of the financial statements
F-3
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Statement of Operations
From
April 17, 2001
(Inception)
through
September 30, 2001
---------------------------
Revenues $ 0
---------------------------
General and administrative expenses 41
Services - related party 60
---------------------------
Total expenses 101
---------------------------
Net loss $ (101)
===========================
Loss per weighted average common share $ (0.001)
===========================
Number of weighted average common shares outstanding 627,108
===========================
The accompanying notes are an integral part of the financial statements
F-4
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional Stock During the Total
Number of Common Paid-In Subs. Development Stockholders'
Shares Stock Capital Receivable Stage Equity
------------- ------------- ----------- ------------ --------------- --------------
BEGINNING BALANCE, April 17, 2001 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued for services 600,000 60 0 0 0 60
Shares issued for cash 300,000 30 179,970 (91,000) 0 89,000
Net loss 0 0 0 0 (101) (101)
------------- ------------- ----------- ------------ --------------- --------------
ENDING BALANCE, September 30, 2001 900,000 $ 90 $ 179,970 $ (91,000)$ (101)$ 88,959
============= ============= =========== ============ =============== ==============
The accompanying notes are an integral part of the financial statements
F-5
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
From
April 17, 2001
(Inception)
through
September 30, 2001
---------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (101)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services 60
Changes in operating assets and liabilities
Increase (decrease) in accounts payable - trade 0
Increase (decrease) in accounts payable - related party 0
---------------------------
Net cash used by operating activities (41)
---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 89,000
---------------------------
Net cash provided by financing activities 89,000
---------------------------
Net increase (decrease) in cash 88,959
---------------------------
CASH, beginning of period 0
---------------------------
CASH, end of period $ 88,959
===========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
Common stock issued for subscriptions receivable $ 91,000
===========================
The accompanying notes are an integral part of the financial statements
F-6
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(1) The Company New Millenium Packaging, Inc. (the Company) is a Florida
chartered development stage corporation which conducts business from its
headquarters in West Palm Beach, Florida. The Company was incorporated on
April 17, 2001 and has elected December 31 as its fiscal year end.
The Company has not yet engaged in its expected operations. The Company's
future operations include plans to sell and distribute a new small-sized
nomad packaging (up to 0.5 liters) with an integrated valve for non-
carbonated drinks (to the general public). Current activities include
raising additional capital and negotiating with potential key personnel and
facilities. There is no assurance that any benefit will result from such
activities. The Company will not receive any operating revenues until the
commencement of operations, but will nevertheless continue to incur
expenses until then.
The following summarize the more significant accounting and reporting
policies and practices of the Company:
a) Use of estimates The financial statements have been prepared in
conformity with generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as
of the date of the statements of financial condition and revenues and
expenses for the year then ended. Actual results may differ significantly
from those estimates.
b) Start-Up costs Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position
(SOP) 98-5.
c) Net loss per share Basic loss per weighted average common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period.
d) Stock compensation for services rendered The Company issues shares of
common stock in exchange for services rendered. The costs of the services
are valued according to generally accepted accounting principles and have
been charged to operations.
(2) Stockholders' Equity The Company has authorized 50,000,000 shares of
$0.0001 par value common stock, and 10,000,000 shares of $0.0001 par value
preferred stock. Rights and privileges of the preferred stock are to be
determined by the Board of Directors prior to issuance. The Company had
900,000 shares of common stock issued and outstanding at September 30,
2001. The Company had issued none of its shares of preferred stock at
September 30, 2001. In April 2001, the Company issued 600,000 shares of
common stock to its founder and President for services rendered in
connection with the organization of the Company, valued at par value or
$60.
In September 2001, the Company sold 300,000 shares of common stock for
$89,000 in cash and $91,000 in stock subscriptions receivable, or $0.60 per
share.
F-7
New Millenium Packaging, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(3) Income Taxes Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax and
financial reporting purposes. The Company had net operating loss carry-
forwards for income tax purposes of approximately $100 expiring at December
31, 2021. The amount recorded as deferred tax asset as of September 30,
2001 is approximately $15, which represents the amount of tax benefit of
the loss carry-forward. The Company has established a 100% valuation
allowance against this deferred tax asset, as the Company has no history of
profitable operations.
(4) Related Parties See Note (2) for shares issued for services.
(5) Subsequent Events
(a) Stockholders' equity In October 2001, the Company received cash for the
stock subscriptions outstanding at September 30, 2001.
F-8
APPENDIX II
SUBSCRIPTION AGREEMENT
New Millenium Packaging Inc.
Attn: Patrick Gouverneur, President
222 Lakeview Avenue, PMB 435
West Palm Beach, FL 33401
By executing this Subscription Agreement (the "Subscription Agreement") of
New Millenium Packaging Inc. (hereafter, the "Company"), the undersigned
purchaser (hereafter, the "Purchaser") hereby irrevocably subscribes for shares
of common stock ("Shares") in the Company. Purchaser herewith encloses the sum
of $___________ ($500 minimum and $500 increments) representing the purchase of
_____ Shares at $1.00 per Share. Subscriptions, whether checks or wire
transfers, should be made payable to New Millenium Packaging, Inc. , Attorney
Escrow Account and forwarded to the Escrow Agent, Mintmire & Associates, 265
Sunrise Avenue, Suite 204 FL 33480 Palm Beach. If this Subscription Agreement is
accepted, the Purchaser agrees to contribute the amount enclosed to the Company.
Purchaser represents that he, she or it has (i) a net worth of at least
$100,000 (exclusive of home, furnishings and automobiles) or a net worth of at
least $50,000.00 (also exclusive of home, furnishings and automobiles) and an
annual adjusted gross income of not less than $25,000.00. Purchaser represents
that he meets these financial requirements and that he is of legal age.
Purchaser is urged to review carefully the responses, representations and
warranties he is making herein. Purchaser agrees that this subscription may be
accepted or rejected in whole or in part by the Company in its sole and absolute
discretion.
READ THIS PROSPECTUS CAREFULLY BEFORE YOU SUBSCRIBE. CONTAINED HEREIN ARE
DISCLOSURES CONCERNING VARIOUS RISKS, CONFLICTS, FEES AND EXPENSES RELATING TO
OR TO BE PAID BY THE COMPANY.
The undersigned is reminded that:
(1) The Shares are speculative investments, the purchase of which involves a
high degree of risk of loss of the entire investment of the undersigned in the
Company.
(2) S/he is encouraged to discuss the proposed purchase with her/his attorney,
accountant or a Purchaser Representative (as defined under the Securities Act of
1933, as amended) or take the opportunity to do so, and is satisfied that s/he
has had an adequate opportunity to ask questions concerning the Company, the
Shares and the offering described in the Prospectus.
(3) No federal or state agency has passed upon the adequacy or accuracy of the
information set forth in the Prospectus or made any finding or determination as
to the fairness of the investment, or any recommendation or endorsement of the
Shares as an investment.
(4) S/he must not be dependent upon a current cash return with respect to
her/his investment in the Shares. S/he understands that distributions are not
required (and are not expected) to be made.
29
(5) The Company is not a "tax shelter" and the specific tax consequences to
her/him relative to as an investment in the Company will depend on her/his
individual circumstances.
Representations
Purchaser makes the following representations in order to permit the
Company to determine his suitability as a purchaser of Shares:
(1) The undersigned has received the Company's Prospectus and the exhibits
thereto.
(2) The undersigned understands that the Company has made all documents
pertaining to the transactions described in the Company's Prospectus available
to the undersigned in making the decision to purchase the Shares subscribed for
herein.
(3)If the Shares are being subscribed for by a pension or profit-sharing plan,
the undersigned independent trustee represents that s/he has reviewed the plan's
portfolio and finds (considering such factors as diversification, liquidity and
current return and projected return of the portfolio) this purchase to be a
prudent investment under applicable rules and regulations, and acknowledges that
no representation is made on behalf of the Company that an investment in the
Company by such plan is suitable for any particular plan or constitutes a
prudent investment thereby. Moreover, the undersigned independent trustee
represents that s/he understands that income generated by the Company may be
subject to tax, that s/he is authorized to execute such subscription on behalf
of the plan or trust and that such investment is not prohibited by law or the
plan's or trust's governing documents.
The undersigned understands and agrees that this subscription may be
accepted or rejected by the Company in whole or in part, in its sole and
absolute discretion. The undersigned hereby acknowledges and agrees that this
Subscription Agreement shall survive (i) non-material changes in the
transactions, documents and instruments described in the Prospectus, (ii) death
or disability of the undersigned and (iii) the acceptance of this subscription
by the Company. By executing this Subscription Agreement below, the undersigned
(i) acknowledge the accuracy of all statements and (ii) appoints the management
of the Company to act as his true and lawful attorney to file any documents or
take any action required by the Company to carry out its business activities.
The foregoing information which the undersigned has provided to the Company
is true and accurate as of the date hereof and shall be true and accurate as of
the date of the undersigned's admission as a Shareholder. If in any respect such
representations, warranties or information shall not be true and accurate at any
time prior to the undersigned's admission as a Shareholder, s/he will give
written notice of such fact to the Company, specifying which representation,
warranty or information is not true and accurate and the reason therefor.
By executing this Subscription Agreement, the undersigned certifies, under
penalty of perjury:
(1) That the Social Security Number or Taxpayer Identification Number provided
below is correct; and
(2) That the IRS has never notified him that s/he is subject to 20% backup
withholding, or has notified her/him that s/he is no longer subject to such
backup withholding. (Note: If this part (2) is not true in your case, please
strike out this part before signing.)
(3) The undersigned is a U.S. citizen or resident, or is a domestic corporation,
partnership or trust, as defined in the Internal Revenue Code of 1986, as
amended. (Note: If this part (3) is not true in your case, please strike out
this part before signing.)
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(4) That the undersigned acknowledges and agrees that this information may be
disclosed to the Internal Revenue Service by the Company and that any false
statement contained herein is punishable by fine, imprisonment or both. The
undersigned will notify the Company within sixty (60) days of the date upon
which any of the information contained herein becomes false or otherwise changes
in a material manner, or the undersigned becomes a foreign person. The
undersigned agrees to update this information whenever requested by the Company.
Under penalties of perjury, the undersigned declares that the undersigned has
examined the information contained herein and to the best of the undersigned's
knowledge and belief, it is true, correct and complete, and that the undersigned
has the authority to execute this Subscription Agreement.
This Subscription Agreement and the representations and warranties
contained herein shall be binding upon the heirs, executors, administrators and
other successors of the undersigned. If there is more than one signatory hereto,
the obligations, representations, warranties and agreements of the undersigned
are made jointly and severally. By executing this agreement, you are not waiving
any rights under federal law.
The undersigned is the following kind of entity (please check):
[_] Individual [_] IRA
[_] Joint Account - JTWROS [_] Pension Plan
[_] Joint Account - TENCOM [_] Trust
[_] UGMA (Gift to Minor) [_] Non-Profit Organization
[_] Partnership [_] Employee of NASD member firm
[_] Corporation [_] Other (Specify)
Dated this ____ day of __________ of 2002.
Mr./Ms.
- -------------------------------- -----------------------------------
Purchaser's Name Social Security or Tax ID#
Mr./Ms.
- -------------------------------- -----------------------------------
Name of Second Purchaser Date of Birth of First Purchaser
( )
- -------------------------------- -----------------------------------
Street Address of First Purchaser Business Phone (Day)
( )
- -------------------------------- -----------------------------------
City State and Zip Code Home Phone
- -------------------------------- -----------------------------------
Signature of First Purchaser (Individual, Email address (if applicable)
Custodian orOfficer or Partner of Entity)
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- -------------------------------------------
Signature of Second Purchaser (if applicable)
NOTE: If a joint subscription, please indicate whether joint tenants with right
of survivorship (JTWROS) or tenants in common (TENCOM). Each joint tenant or
tenant in common must sign in the space provided. If purchaser is a trust,
partnership, corporation or other business association, the signing trustee,
partner or officer represents and warrants that he/she/it has full power and
authority to execute this Subscription Agreement on its behalf. If Purchaser is
a trust or partnership, please attach a copy of the trust instrument or
partnership agreement. If Purchaser is a corporation, please attach certified
corporate resolution authorizing signature.
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the Offering covered by this Prospectus. If given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute as an offer to sell, or a
solicitation of an offer to buy, the common stock in any jurisdiction where, or
to any person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that there has not been any change in
the facts set forth in this Prospectus or in the affairs of the Company since
the date hereof.
TABLE OF CONTENTS
Descriptive Title Page
$100,000 - $1,000,000 of Shares of
Prospectus Summary 4 Common Stock at $1.00 per Share
Summary Financial Data 5
Risk Factors 5 Selling Shareholders May Also Be
Related Party Transactions 7 Selling 350,000 Additional Shares
Fiduciary Responsibility of
the Company's Management 7
Selling Shareholders 8
Application of Proceeds 9
Capitalization 10
Dilution 11 New Millenium Packaging, Inc.
The Company 12
Management's Discussion and
Analysis of Financial Condition
and Results of Operations 16
Absence of Current Public Market 17
Description of Capital Stock 18
Subscription Procedure 19 PROSPECTUS
ERISA Considerations 19
Legal Matters 19
Experts 19
Available Information 20
Appendix I (Financial Statements) I-1
Appendix II (Subscription Agreement) II-1 February 14, 2002
Until March ___, 2001 (25 days after the date hereof), all dealers effecting
transactions in the registered securities, whether or not participating in this
distribution, may be required to deliver a current copy of this Prospectus. This
delivery requirement is in addition to the obligation of dealers to deliver a
Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
33
PART II
Item 3. Undertakings
A. Certificates: Inapplicable
B. Rule 415 Offering
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10(a) (3) of the Securities Act of 1933 (the
"1933 Act"); (ii) reflect in the Prospectus any facts or events which, together,
represent a fundamental change in the information in the Registration Statement;
and (iii) include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the 1933 Act, treat each post-effective
amendment as a new Registration Statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
C. Request for Acceleration of Effective Date
The Registrant may elect to request acceleration of the effective date of
the Registration Statement under Rule 461 of the 1933 Act.
D. Indemnification
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such
issue.
Item 4. Recent Sales of Unregistered Securities.
In June , 2001, the Company issued 900,000 shares of restricted common
stock to Mr. Patrick Gouverneur, the President and Director of the Company, and
record and beneficial owner of approximately 0.66% of the Company's outstanding
common stock, for founders services. The founders' shares were issued pursuant
to 4(2) of the Act to its then only shareholder and director.
From April 2001 through October 2001, the Company issued and sold 300,000
shares of unrestricted common stock to French and Canadian residents for cash
consideration totaling $180,000. All were accredited investors. No underwriter
was employed in connection with the offering and sale of the shares. The Company
claimed
34
the exemption from registration in connection with each of the offerings
provided under Section 3(b) of the Act and Rule 505 and 506 of Regulation D
promulgated thereunder.
The facts relied upon by the Company to make the federal exemption
available include the following: (i) the aggregate offering price for the
offering of the shares of common stock did not exceed $1,000,000, less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any exemption
under Section 3(b) of, or in violation of Section 5(a) of, the Act; (ii) no
general solicitation or advertising was conducted by the Company in connection
with the offering of any of the shares; (iii) the fact that the Company, at the
time of the foregoing offering, was not (a) subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended; (b) an "investment company" within the meaning of the Investment
Company Act of 1940, as amended; or (c) a development stage company that either
has no specific business plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person; and (iv) the required number of manually
executed originals and true copies of Form D were duly and timely filed with the
U.S. Securities and Exchange Commission.
Item 5. Index to Exhibits
(a)(1) Financial Statements -- Included in Prospectus:
Independent Certified Public Accountants' Report.
Balance Sheet as of March 31, 2000
Statement of Changes in Shareholder's Equity for the Period October
20, 1997 (Date of Formation) through March 31, 2000.
Notes to Financial Statements.
(a)(2) Included Separately from Prospectus: Consent of Independent Public
Accountants.
Schedules are omitted for the reason that all required information is
contained in the financial statements included in the Prospectus.
(b) Exhibits:
** 3.1 Article of Incorporation of Registrant.
** 3.1.a Amendment to the Articles of Incorporation.
** 3.2 Bylaws of Registrant.
** 3.3 Subscription Agreement and Power of Attorney (attached to the Prospectus as Exhibit A).
** 5.1 Opinion of Counsel.
** 23.1 Consent of Counsel.
** 23.2 Consent of Auditors.
** Filed herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-1 and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
Undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on the 13th day of February, 2002.
New Millenium Packaging Inc.
By: /s/ Patruck Gouverneur
- -----------------------------------------
Patrick Gouverneur, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in his
respective capacity as officer and/or director of the Registrant on the date
indicated.
Signatures Title Date
/s/ Patruck Gouverneur
- ---------------------------- President, CEO February 13, 2002
Patrick Gouverneur Treasurer, Secretary
and Director
36