SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
EWEBCENTRAL.NET, INC.
(Name of small business Issuer in its charter)
Florida *_______* 52-2309726
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
411 Lighthouse Drive
Palm Beach Gardens, Florida 33410
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)
Guy T. Lindley, President
411 Lighthouse Drive
Palm Beach Gardens, Florida 33410
(561)662-4928
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Edward H. Gilbert, Esq.
Edward H .Gilbert, P.A.
5100 Town Center Circle, Suite 430
Boca Raton, Florida 33486
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.
<PAGE i>
If this Form is filed to register additional securities for an
offering pursuant to 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registra-
of offering aggregate tion fee
securities price per offering
to be Share (1) price (1)
registered
Common 1,000,000 $1.00 $1,000,000 $239.00
Stock, shares
$.0001 par
value
(1) Estimated solely for purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE ii>
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities,
and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
Subject to completion, dated March 18, 2004
Prospectus
Ewebcentral.net, Inc.
1,000,000 shares of Common Stock
$1.00 per share
Per Share Minimum Maximum
Initial Offering $1.00 $100,000 $1,000,000
Price to Public
Commissions $0.00 -0- -0-
Proceeds to $1.00 $100,000 $1,000,000
Ewebcentral.net
This is our initial public offering. There has never been a public
market for our common stock, and we have arbitrarily determined the
offering price.
We are offering the shares on a "best efforts" basis. We are making
the offering through our president, who will not be compensated for
offering the shares. Any prospective purchaser will be required to
purchase a minimum 1,000 shares. All proceeds from the offering
will be deposited into a non-interest bearing special receipts
account in our name, and unless we receive paid subscriptions for at
least 100,000 shares by July 31, 2004, no shares will be sold and
all proceeds held in the special receipts account will be returned
to subscribers without interest. If we receive paid subscriptions
for at least 100,000 shares by July 31, 2004, we will transfer those
proceeds from the special receipts account to our general operating
account. Any proceeds that we receive after the receipt of proceeds
from the sale of 100,000 shares will be deposited directly into our
general operating account. If we sell at least 100,000 shares by
July 31, 2004, we may extend our offering until the earlier of
<PAGE 1>
September 30, 2004 or the time that all 1,000,000 shares are sold.
An investment in the shares involves substantial risks and is
speculative. See "Risk Factors" beginning on page 6 of this
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is March 18, 2004
<PAGE 2>
In making a decision whether to buy our common stock, you should
only rely on the information contained in this prospectus. We have
not authorized anyone to provide you with any different or other
information. The information in this prospectus may only be
accurate on the date of this prospectus.
<PAGE 3>
PROSPECTUS SUMMARY
Because this is only a summary, it does not contain all of the
information that may be important to you. Before deciding whether to
invest in our common stock, you should carefully read the entire
prospectus. In this prospectus, references to "we," "us" and "our"
refer to Ewebcentral.net, Inc.
Our Proposed Business
We are a development stage company, and we have not yet commenced
any meaningful business operations. We have not yet generated any
revenues from operations, and we have incurred losses from our
inception.
Our mission is to become "America's Corporate Employee Partner" by
designing, implementing and maintaining an online employer/employee
information service network. To achieve our mission, we intend
first to develop an Internet site designed to be a commercially
viable, dynamic and informative employer/employee news site.
Initially, our site will be a limited news digest service that
generates its content by selecting the best available information
published by others from around the world. We believe that such a
digest of key stories will be a valuable resource to site visitors
and will serve as the keystone to our Internet presence.
We intend to launch our initial Internet site through the Internet
super hub of an undetermined third party based upon the
recommendations of Corporate Ventures Network (the "Consultant").
After we launch our initial Internet site, we intend to add various
types of information relating to employer/employee relations, and we
intend our site to benefit both employers and employees. As a
result, we anticipate that our site will attract the attention of
many national employers as well as a broad spectrum of employees.
We intend to expand our Internet presence by constructing a
independent Internet site. In addition to the news digest service
and employer/employee relations information we anticipate will
already be provided on our Internet site, we expect our independent
Internet site to include additional types of human resource
information; sales and marketing information; additional advertising
and promotional information; and information relating
<PAGE 4>
to products
and services we expect to offer for sale. With these additional
offerings, we anticipate our independent web site will enjoy
increased audience attention and a larger Internet audience,
providing us with greater potential for increased revenues.
Corporate Information
We are a Florida corporation formed on April 2, 2001.
Our executive offices are located at 411 Lighthouse Drive, Palm
Beach Gardens, Florida 33410 and our telephone number is (561)
662-4928.
Our Offering
Common stock offered by us 1,000,000 shares. The minimum
purchase is 1,000 shares.
Public offering price of $1.00 per share.
shares being offered by us
Offering Period Unless we receive paid
subscriptions for at least
100,000 shares by July 31,
2004, no shares will be sold
and all proceeds will be
returned to subscribers without
interest. If we sell at least
100,000 shares by that date, we
may extend our offering until
the earlier of September 30,
2004 or the time that all
1,000,000 shares are sold.
Common stock to be outstanding 1,100,000 shares if 100,000
after the offering shares are sold or 2,000,000
shares if 1,000,000 shares are
sold.
<PAGE 5>
Use of proceeds We intend to use the net
proceeds primarily to pay fees
to our consultant and to pay
for software development,
advertising and promotional
expenses and other operating
expenses, and for other general
corporate purposes. See "Use of
Proceeds."
We initially intend to offer our shares in the state of New York,
although we may expand our offering to other states.
Summary Financial Information
BALANCE SHEET
December 31, 2003
TOTAL CURRENT ASSETS $28
TOTAL ASSETS $28
TOTAL CURRENT LIABILITIES $164,197
TOTAL LIABILITIES $164,197
STOCKHOLDERS' EQUITY (DEFICIENCY) ($164,169)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $28
<PAGE 6>
INCOME STATEMENT
Year ended Year ended From
September September Inception
30, 2003 30, 2002 to
September
30, 2003
OPERATING EXPENSES $54,787 $90,613 $171,229
OTHER EXPENSES - Interest 10,406 7,107 18,505
NET LOSS ($65,193) ($97,720) ($189,734)
NET LOSS PER SHARE ($0.07) ($0.10) ($0.19)
INCOME STATEMENT
3 Months 3 Months From
ended ended Inception
December December to December
31, 2003 31, 2002 31, 2003
OPERATING EXPENSES $12,563 $16,068 $183,793
OTHER EXPENSES - Interest
2,647 2,553 21,151
NET LOSS ($15,210) ($18,621) ($204,944)
NET LOSS PER SHARE ($0.02) ($0.02) ($0.20)
RISK FACTORS
An investment in our common stock involves substantial risks. You
should consider carefully the following information about these
risks, together with the financial and other information contained
in this prospectus, before you decide whether to buy our common
stock. If any of these risks actually occur our financial condition
and results of operations would likely not
<PAGE 7>
permit us to continue to
operate and our business could fail. In such case, you might lose
all or part of your investment.
RISKS RELATED TO OUR PROPOSED BUSINESS
Because we have no operating history and our officer has no prior
experience in the management of an Internet service company, there
is no basis on which you can evaluate our proposed business and
prospects.
* We were incorporated under the name "eWebcentral.net,
Inc." on April 2, 2001.
* We are a development stage company and have never had any
significant operations other than preliminary research and
testing of our Internet products.
* If our business fails to develop in the manner we have
anticipated, you will lose your investment in the shares.
* If our business develops our officer may be unable to
effectively or efficiently operate our business in which
event you will lose your investment in the shares.
<PAGE 8>
Because we are a development stage company, our prospects for
success must be considered in the light of the extraordinary risks,
unforeseen expenses and problems that development stage companies
normally encounter.
* The creation, execution and maintenance of our plans for
our business operation are based solely upon the opinion
of our management and may not have adequately anticipated
unforseen expenses and other problems that development
stage companies normally encounter. If we have failed to
adequately address development stage risks, our business
will not develop or grow, and you will lose your
investment in the shares.
As a development stage company, we will be required to implement
various aspects of our proposed business plan simultaneously, and if
we are unable to do so you will lose your investment in the shares.
* We must successfully complete the research, development
and testing of our Internet products while overcoming the
challenges associated with establishing and maintaining
new relationships, implementing our business and marketing
strategy, fully implementing our Internet site, developing
new products, responding to competitive developments, and
attracting, retaining and motivating qualified personnel,
among other things. If we are unable to successfully
accomplish any of the foregoing you will lose your
investment in the shares.
As a development stage company, we will be required to anticipate
and handle potential growth and we may not be able to do so in which
event you will lose your investment in the shares.
* If we are successful in developing our Internet site,
attracting users and selling products, our growth will
place a significant strain on our technical, financial and
managerial resources. We may have to implement new
operational and financial systems and procedures, and
controls to expand, train and manage employees and to
coordinate our technical, accounting, customer support,
finance, marketing and sales staffs, and if we fail to do
so you will lose your investment in the shares.
<PAGE 9>
Our business is based upon the establishment of relationships with
product fulfillment vendors to enable us to supply those products
that we intend to sell, and if we are unable to establish such
relationships our proposed business will fail.
* We will not maintain an inventory in any product line, and
we must establish and maintain relationships with a wide
array of product fulfillment vendors and distributors,
among others, to enable us to supply those products that
we intend to sell. If we fail to establish such
relationships our business will fail and you will lose
your investment in the shares.
Because of the limited capital available to us for the foreseeable
future, we may not have sufficient capital to remain in existence.
* We are obligated to pay our operating expenses as they
arise, including required annual fees to the State of
Florida. If we sell any of our shares in this offering, we
will incur legal and accounting expenses to comply with
our reporting obligations to the SEC. If we fail to pay
any of the forgoing, we may be forced to cease our
business operations.
* If we receive the proceeds of the sale of the minimum
number of our shares, we will not be able to commence our
operations, but we anticipate that we will have sufficient
funds to pay our obligations for the next 6 months.
* If we receive the proceeds of the sale of the maximum
number of our shares, we will be able to commence our
operations, and we anticipate that we will have sufficient
funds to continue our proposed business operations for at
least 12 months.
If we need to raise additional funds, the funds may not be available
when we need them. We may be required to provide rights senior to
the rights of our shareholders in order to attract additional funds
and, if we use equity securities to raise additional funds dilution
to our shareholders may occur.
* To the extent that we require additional funds, we cannot
assure you that additional financing will be available
when needed on favorable terms or at all, and if the funds
are not available when we need them, we may be forced to
terminate our business.
* If additional funds are raised through the issuance of
equity securities, the percentage ownership of our
stockholders will be reduced; stockholders may experience
additional dilution; and those equity securities may have
rights, preferences or privileges senior to those of the
rights of the holders of our common stock.
<PAGE 10>
Our plan of operation is dependant upon services to be provided to
us under a consulting agreement between us and Corporate Ventures
Network (our consultant), but our consultant can terminate the
consulting agreement.
* We are reliant upon our consultant to be able to implement
our business operations.
* Our consulting agreement may be terminated by our
consultant upon thirty (30) days' prior written notice.
* If our consultant terminates our consulting agreement and
we are unable to timely obtain suitable alternative
services, we may be forced to cease our business
operations in which event you will lose your investment in
the shares.
We must establish and maintain a company identity, create a secure
Internet infrastructure and development complementary products, and
the failure to do so will inhibit our ability to attract visitors to
our Internet site.
* We must establish and maintain a company identity, create
an Internet infrastructure, and develop complementary
products in order to attract and expand Internet traffic
to our Internet site and to enable us to create commerce
relationships.
* As part of the development of an Internet infrastructure,
we must, among other factors, ensure adequate Internet
security, reliability, ease of access and use, and quality
of service, and we will be entirely dependant upon our
Consultant and other third parties to accomplish those
objectives.
* As part of the maintenance of an Internet infrastructure,
we must, among other factors, implement changes in
technology and adapt to changes in the online consumer
network industry, and we could be required to incur
substantial costs that we are unable to afford to do so.
<PAGE 11>
* If we are unable to accomplish any of the foregoing, our
business will not develop and you will lose your
investment in the shares.
We will be dependent on the Internet as a widely accepted medium for
advertising and commerce for the success of our business and if our
Internet business fails to develop you will lose your investment in
the shares.
* Because Internet advertising and electronic commerce are
relatively new and rapidly evolving, we can not reliably
judge the probability of our prospects of generating
revenues from utilizing this method as compared with
traditional media sources.
* We may fail to generate business or lose existing business
if our potential or existing customers deem our
demographic audience inadequate or advertising on our
website is cost ineffective.
* If our Internet model is wrong or ineffective, our
business could fail and you will lose the investment in
the shares.
All of our competition is expected to be from larger, more well
established and better financed companies and if we are unable to
successfully compete with other companies our business will fail.
* At such time as we implement our business operations, we
believe that substantially all of our competitors will
have greater financial resources, technical expertise and
managerial capabilities than we do.
* If we are unable to overcome such competitive
disadvantages, we may be forced to cease our business
operations.
We currently have no employees other than our officer, we have no
employment agreement with our officer, our officer serves on a
part-time basis, we cannot pay our officer any compensation, and if
our officer were to leave our employ, our business could fail.
* Because our ability is engage in business is dependent
upon, among other things, the personal efforts,
<PAGE 12>
abilities
and business relationships of our officer, if our officer
were to terminate employment with us or become unable to
provide such services before a qualified successor, if
any, could be found, our business could fail.
* Our current officer does not provide full time services to
us, and we will not have full-time management until such
time, if any, as we engage employees on a full-time basis.
* We do not maintain "key person" insurance on our officer,
and if our officer were to die or become disabled, we do
not have any insurance benefits to defer the costs of
seeking a replacement.
We may be unable to attract or retain employees in which event our
business could fail.
* Competition for personnel in the computer industry is
intense. Because of our limited resources, we may not be
able to compensate our employees at the same level as our
competitors. If we are unable to attract, retain and
motivate highly skilled employees, our business could fail.
* We cannot assure you that we will have the financial
resources to hire full-time personnel when they are needed
or that qualified personnel will then be available, and if
we are unable to hire full-time personnel when they are
needed, our business could fail.
We will have a limited ability to protect any intellectual property
we create, and our business may fail as a result of our inability to
do so.
* The software we intend to develop for our online consumer
network will constitute our intellectual property, and we
expect to rely on trade secrets and copyright law, and
employee and third-party non-disclosure agreements, among
other things, to protect any intellectual property we may
develop.
<PAGE 13>
* There are significant costs associated with protecting any
intellectual property we develop and we may not have
sufficient resources to enforce our rights , in which case
our business could fail.
In the development of our software, we must be careful to avoid
infringing upon the intellectual property rights of others and if we
fail to do so we could be subject to significant costs of litigation.
* If we were to infringe upon the intellectual property
rights of others, we could become subject to lawsuits or
be forced to modify our services at a substantial cost, in
which case our business could fail.
As a result of the fact that as of the date hereof there is an
existing website named www.ewebcentral.net, our potential customers
could be confused when trying to transact business with us.
* The website at www.ewebcentral.net does not belong to us
and is not in any other way related to us. As a result
potential customers and others trying to reach our website
could be confused.
* If we are unable eliminate the potential confusion that
may exist since we do not own the website
www.ewebcentral.net and if we are unable to direct
potential customers and others trying to reach us to our
website, we may lose business which could cause our
business to fail.
Our independent auditor has expressed doubts as to our ability to
continue as a going concern.
* Our financial statements have been prepared on the
assumption that we will continue as a going concern, but
if we fail to continue as a going concern, you will lose
your investment in the shares.
<PAGE 14>
* The report of our independent auditor refers to the
uncertainty of our ability to continue as a going concern.
RISKS RELATED TO THIS OFFERING
We have arbitrarily determined the offering price of our shares and
you may never be able to recoup your investment in our shares.
* The public offering price for the shares was determined
solely by us and bears no relationship to our book value,
projected earnings, results of operations, net asset value
or any other objective criterion of value.
There has not been and may never be a viable public market for our
common stock, and if a viable public market does not develop, you
will not be able to sell your shares easily, if at all.
* There has not been a trading market for our shares, and we
cannot predict the extent to which investor interest in
our company will lead to the development of a trading
market for our shares or how liquid that market might be.
* If a trading market for our shares develops, the public
offering price for the shares may not be indicative of
prices that will prevail in such market. The market price
of our common stock, if any, may decline below the public
offering price.
The large number of shares eligible for public sale after this
offering can be expected to adversely affect the price that will
prevail in the trading market, if one develops.
* If a public market develops for our common stock, sales of
significant amounts of our common stock in the public
market or the perception that such sales will occur could
materially adversely affect the market price of the common
stock or our ability to raise capital through future
offerings of equity securities.
* Of the 1,000,000 shares of our common stock currently
outstanding, all of such shares were eligible for
<PAGE 15>
public
sale after April 2002 subject to certain restrictions
imposed by Rule 144, and after April 2003, such shares,
except those purchased or sold by our affiliates will be
eligible for public sale without such restrictions.
* None of the holders of our common stock have agreed, in
writing or otherwise, to refrain from publicly selling
their shares of our common stock.
Investors in the shares will incur substantial immediate dilution.
* The public offering price of the shares is substantially
higher than the net tangible book value per share of the
shares immediately after the offering.
* If you purchase our shares as part of this offering, you
will incur immediate dilution of approximately $1.11 in
the net tangible book value per share of common stock from
the price you paid for the shares if 100,000 shares are
sold or $.61 if 1,000,000 shares are sold.
Our Board of Directors may issue shares of "blank check" preferred
stock which may result in substantial dilution to Investors.
* Without further action by the stockholders, our Board of
Directors can issue up to 20,000,000 shares of preferred
stock with such dividend rights, conversion rights, voting
rights, redemption rights, liquidation preferences and
other rights as may be determined appropriate by our Board
of Directors.
* If such preferred stock were issued, the holders of our
common stock could, among other things, experience
substantial dilution, and the voting power, dividend
receipt and liquidation rights of the common stock could
be adversely affected.
<PAGE 16>
The interests of our controlling stockholders could conflict with
those of our other stockholders which could result in the loss of
your investment in our shares.
* Unless all of the shares offered are sold, following
completion of this offering, our present shareholders will
own or control more than a majority of our outstanding
common stock; and even if all shares are sold, our present
shareholders will own and control fifty percent of our
outstanding common stock.
* Our present shareholders may be able to influence the
outcome of shareholder votes, including votes concerning
the election of directors, amendments to our charter and
bylaws, and the approval of significant corporate
transactions such as a merger or sale of our assets. In
addition, that controlling influence could have the effect
of delaying, deferring or preventing a change in control
of our company.
We have never paid dividends to our shareholders, and we do not
anticipate that we will pay any dividends to our shareholders in the
foreseeable future.
* Our future policy on payment of dividends will be
determined by our Board of Directors based upon a
consideration of our earnings, if any, our future capital
needs and other relevant factors.
We have broad discretion in the application of proceeds, which may
increase the risk that the proceeds will not be applied effectively.
* We have not determined specific uses for portions of the
net proceeds. Accordingly, investors will have only
limited information about our specific intentions
regarding the use of proceeds and will be relying on our
management's judgment in connection with our application
of those proceeds. Our failure to apply our net proceeds
effectively would hamper our ability to succeed in the
implementation of our business plans and may cause you to
lose your investment in our shares.
<PAGE 17>
Anti-takeover provisions could hinder a potential third-party
acquisition.
* Our Board of Directors may, from time to time, adopt
certain provisions of the Florida Business Corporation
Act, which, if adopted, could delay, discourage or prevent
a change in control.
* Adoption of such provisions could discourage bids for our
common stock at a premium over the market price; could
adversely affect the market price, if any, of our common
stock; and could adversely affect the voting and other
rights of the holders of our common stock.
FORWARD-LOOKING STATEMENTS
Many statements made or incorporated by reference in this prospectus
are "forward-looking statements". These forward-looking statements
include statements about:
* our ability to make an acquisition
* our capital needs
* the competitiveness of the business in our industry
* our strategies
* other statements that are not historical facts
When used in this prospectus, the words "anticipate," "believe,"
"expect," "estimate," "intend" and similar expressions are generally
intended to identify forward-looking statements. Because these
forward-looking statements involve risks and uncertainties, there
are important factors that could cause our actual results to differ
materially from those expressed or implied by these forward-looking
statements, including:
* changes in general economic and business conditions
* actions of our competitors
* the time and expense involved in development activities
<PAGE 18>
* changes in our business strategies
* other factors discussed in the "Risk Factors" section and
elsewhere in this prospectus.
The forward-looking statements in this prospectus reflect what we
currently anticipate will happen. What actually happens could differ
materially from what we currently anticipate will happen. We are not
promising to make any public announcement when we think
forward-looking statements in this prospectus are no longer
accurate, whether as a result of new information, what actually
happens in the future or for any other reason.
USE OF PROCEEDS
The proceeds we will
receive will be $100,000 from the sale of 100,000 shares of our
common stock or $1,000,000 from the sale of 1,000,000 shares of our
common stock. We will not utilize any portion of the proceeds
unless we sell at least 100,000 shares. We intend to use the
proceeds from the sale of shares of our common stock in the order of
priority shown in the following table:
Amount if Amount if Amount if Amount if
100,000 500,000 750,000 1,000,000
shares are shares shares are shares are
sold are sold sold sold
Gross Proceeds $100,000 $500,000 $750,000 $1,000,000
Estimated
offering expenses $53,000 $53,000 $53,000 $53,000
<PAGE 19>
General and
administrative
expenses,
including legal
and accounting
fees and
administrative $5,000 $5,000 $5,000 $5,000
support expenses
incurred in
connection with
our reporting
obligations to
the SEC
Repayment of
debt due $0 $28,000 $28,000 $28,000
Payment of
liabilities $0 $50,000 $75,000 $100,000
Payment of $0 $50,000 $75,000 $100,000
Consulting Fees
Rent, Telephone $5,700 $20,000 $40,000 $60,000
and other Office
Expenses
Employment $30,000 $75,000 $125,000 $210,000
Expenses
Website Expenses $1,300 $135,000 $200,000 $250,000
Marketing $5,000 $84,000 $149,000 $194,000
Expenses
Our officers and directors have verbally agreed to assume
responsibility for the expenses of the offering until such time, if
any, that funds are available to us from this offering. Our legal
fees in connection with this offering are $45,000. We cannot now
estimate our future legal fees.
<PAGE 20>
In the event that we sell 500,000 or more shares of our common
stock, we intend to repay $28,000 of our debt outstanding under
certain notes payable to Longview Partners Group, Inc. ("Longview").
Our aggregate principal indebtedness to Longview is $75,000. The
notes evidencing our principal indebtedness to Longview bear
interest at the rate of 14% per annum, and each such note has a term
of two years from its date of execution but provides that Longview
may make a demand for payment at any time after one year from the
date of execution. We have utilized the proceeds from the Longview
notes for working capital purposes.
Until the offering proceeds are utilized, we intend to invest the
proceeds received in one or more of the following:
* an obligation that constitutes a "deposit" as that term is
defined in section 3(1) of the Federal Deposit Insurance Act;
* securities of any qualifying money market mutual fund; or
* securities that are direct obligations of or obligations
guaranteed as to principal or interest by the United
States; provided the securities can be readily sold or
otherwise disposed of for cash at the time required
without any dissipation of offering proceeds invested.
DIVIDEND POLICY
We have never declared or
paid any cash dividends on our capital stock and do not anticipate
paying any cash dividends on our capital stock in the foreseeable
future. Future dividends, if any, will be determined by our Board
of Directors. In addition, we may incur indebtedness in the future
which may prohibit or effectively restrict the payment of dividends,
although we have no current plans to do so.
<PAGE 21>
DILUTION
Amount if Amount if
100,000 1,000,000
shares are shares are
sold sold
Net tangible book value per share on ($0.16) ($0.16)
December 31, 2003
Net tangible book value per share on ($0.11) $0.39
December 31, 2003 if the shares were
sold on that date
Amount of increase in net tangible $0.06 $0.56
book value per share attributable to
cash payments made by purchasers of
the shares being offered
Amount of the immediate dilution $1.11 $0.61
from the public offering price that
will be absorbed by purchasers
Cash contribution of purchasers $100,000 $1,000,000
Cash contribution of officers, $100 $100
directors, founders and affiliates
Price per share paid by officers, $0.0001 $0.0001
directors, founders and affiliates
Price per share to be paid by $1.00 $1.00
purchasers of shares in this offering
The immediate and substantial dilution could adversely affect the
value of the shares.
MANAGEMENT'S PLAN OF OPERATION
The following plan of operation should be read in conjunction with
our financial statements and the related notes that appear elsewhere
in this prospectus. The discussion contains forward-looking
statements that reflect our plans, estimates and
<PAGE 22>
beliefs. Our actual
results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute
to these differences include, but are not limited to, those
discussed below and elsewhere in this prospectus, particularly in
"Risk Factors."
Our objectives are to design, implement and maintain an online
employer/employee information service network and to become an
e-commerce Internet business portal for employer and employee
products and services. Since inception, we have focused our efforts
on preparing for our initial public offering of our common stock,
refining our business plan with the assistance of our Consultant,
developing contacts within the business sector we intend to target,
conducting research into industry related news and information
services, and with the assistance of our Consultant, planning for
the development of our website.
As of December 31, 2003, we had cash on hand in the amount of $28.
Assuming that we do not receive any proceeds from the sale of our
shares from this offering, we anticipate that we will continue
undertaking activities similar to those we have undertaken from our
inception. In that event, we believe that our cash requirements for
the next twelve months would be approximately $40,000. If we do not
receive any proceeds from the sale of our shares from this offering,
we believe that our shareholders may be willing to loan or otherwise
provide us sufficient funds to enable us to continue to operate for
the next twelve months. We are not certain, however, that our
shareholders will agree to loan or otherwise provide such funds to
us, and if such funds are loaned or otherwise provided, we are not
certain of the terms associated therewith. Other than funds from
our shareholders, we are unable to determine whether any other
source of funds may be available to us to allow us to obtain the
amounts necessary to sustain our operations for the next twelve
months without the receipt of proceeds from the sale of our shares
from this offering. If the funds we require are not available when
we need them, we may be forced to terminate our business. We have
not made any determination as to what we would do if we were
required to terminate our business operations, and we have not
entered into nor does we presently intend to enter into any
negotiations, understandings, or agreements, preliminary or
otherwise, to acquire or be acquired in a merger or reverse
acquisition.
<PAGE 23>
We have not had any revenues since inception, and our ability to
continue as a going concern is dependent upon receipt of sufficient
proceeds from this offering. In view of the limited amount of funds
available to us, if we do not obtain sufficient proceeds from this
offering, we may exhaust our limited financial resources before our
objectives have been accomplished.
Until we receive proceeds from this offering, we intend to continue
undertaking activities similar to those we have undertaken since our
inception. During the 2003, we continued our research consisting of
the collection and pooling of certain employer/employee information
available from various federal, state and non-governmental agencies.
We expect that we will continue to obtain information from
accessible sources, including but not limited to, the Bureau of
Labor Statistics, various chambers of commerce and other industry
related groups.
If we receive the proceeds of the sale of the minimum number of our
shares from this offering, we will not be able to commence our
operations. If we receive the proceeds of the sale of the maximum
number of our shares, we will be able to commence our operations,
and we expect to be able to accomplish the following objectives over
the next twelve months:
* We hope to complete development of our website by the end
of the first quarter of 2004 at an anticipated cost of
$35,000. As part of developing of our website, we expect
to assemble content for the website; undertake graphic
design and page layout for web pages, including but not
necessarily limited to an epeoonline.com page, a products
and services page, a description of management page and a
"contact us" page; at such time as website content is
determined, undertake integration of the content of
products and services into our website; and create
customer payment options.
* We hope to become an associate member of the National
Association of Professional Employers by the end of the
first quarter of 2004 at an anticipated initial cost of
$2,000.
* During the second and third quarters of 2004, we hope to
finalize the development of our sales and marketing
strategies and to hire up to four employees for our
<PAGE 24>
sales and marketing department at an anticipated initial
expenditure of $75,000. During such period we also expect
to undertake refinements to our website as developed.
* During the third quarter of 2004, we hope to begin
intensive customer and strategic partner solicitation
through our sales and marketing department and to embark
upon a limited advertising campaign designed to attract
visitors to our site. We intend to focus initially on
companies with 10 to 50 employees. Thereafter, we hope to
broaden our focus to include companies with up to 100
employees, and thereafter on companies with up to 500
employees. We have not yet determined the exact nature of
the intended advertising campaign, but we anticipate that
such a campaign will require funds in excess of $200,000
and will be concentrated on companies with between 10 and
50 employees.
* During the forth quarter of 2004, and assuming that we
have completed development of our website, we intend for
our website to commence the generation of revenue. We
have not yet developed any projections of any such
anticipated revenues, but we expect to do so during the
third quarter of 2004.
* During the fourth quarter of 2004 and the first and second
quarters of 2005, we hope to continue to enhance and
expand our website. We have not yet determined the nature
or extent of such enhancements, but we anticipate that
such enhancements will require funds in excess of $100,000.
If we receive the proceeds of the sale of the maximum number of our
shares and are able to commence our operations, we expect to develop
certain products (our proposed products are described in more detail
under the caption entitled "The Products" under the Proposed
Business section of this prospectus) as follows:
* Newsletter Subscriptions. We anticipate that the
timeframe for launch of our newsletter subscription would
be the fourth quarter of 2004. In order to accomplish the
launch of our newsletter subscriptions,
<PAGE 25>
we must undertake
and complete collection and pooling of employer/employee
news and information and complete our website.
* News Service. We anticipate that the timeframe for launch
of our news service would be the fourth quarter of 2004.
In order to accomplish the launch of our news service, we
must undertake and complete collection and pooling of
employer/employee news and information and complete our
website.
* Video and Audio Tapes. We anticipate that the timeframe
for launch of our ability to offer and sell video and
audio tapes would be the first quarter of 2005. In order
to accomplish the launch of our video and audio tape
sales, we must successfully negotiate with audio and video
tape producers of employer/employee information for audio
and video tapes that are available and for production of
company-branded products, as well as complete our website.
* On-Line Store. We anticipate that the timeframe for
launch of our on-line store would be the fourth quarter of
2004 to the first quarter of 2005. In order to accomplish
the launch of our on-line store, we must successfully
complete implementation of our newsletter subscription
product, our news service product and our audio and video
products.
* Get Listed. We anticipate that the timeframe for launch
of our "Get Listed" program would coincide with the launch
of our on-line store during the fourth quarter of 2004 to
the first quarter of 2005. In order to accomplish the
launch of our "Get Listed" program, we must successfully
complete implementation of our newsletter subscription
product, our news service product, our audio and video
products and our on-line store.
If we sell less than the maximum amount of our shares offered in
connection with this offering, we may not have sufficient funds to
complete any or all of our objectives, and we anticipate that our
operations, if any, related to these activities may be hampered by
our limited resources. If we sell the minimum amount
<PAGE 26>
of our shares
offered in connection with this offering, we expect that we will
only be able to continue undertaking activities similar to those we
have undertaken since our inception, namely, refine our business
plan with the assistance of our Consultant, continue to develop
contacts within the business sector we intend to target, continue to
conduct research into industry related news and information
services, and with the assistance of our Consultant, plan for the
development of our website. If we are able to sell at least fifty
percent of the shares we are offering in connection with this
offering, we expect that we will initiate and complete development
of our website, become an associate member of the National
Association of Professional Employers, finalize the development of
our sales and marketing strategies, hire up to four employees for
our sales and marketing department, begin intensive customer and
strategic partner solicitation through our sales and marketing
department, and embark upon a limited advertising campaign designed
to attract visitors to our site. We can not be certain that if we
sell up to fifty percent of the shares we are offering in connection
with this offering that the foregoing objectives will be met.
Furthermore, we can provide no assurance that the accomplishment by
us of less than all of our objectives will produce any meaningful
benefit for us. In that regard, if we are only partially able to
meet our objectives, we may not have a viable business and we may be
forced to terminate our operations. Likewise, to the extent that we
require funds in excess of the amounts we have anticipated, we may
not be able to obtain such funds and we may be forced to terminate
our business.
We are indebted to Longview in the amount of $75,000 pursuant to
certain promissory notes executed by us (see "Notes Payable" under
"Proposed Business"). As of the date hereof and pursuant to the
terms of such notes, Longview is entitled to demand payment of
$70,000 of the $75,000 outstanding. The remaining $5,000 may be
demanded by Longview at any time after November 18, 2003. If
Longview were to demand payment of the Notes, and assuming that we
met such demand, we would have less funds available to meet our
intended objectives. We can not now determine those of our
objectives that would be lessened or eliminated if we were required
to meet the demand for payment of Longview, but if we are only
partially able to meet our objectives we may not have a viable
business and we may be forced to terminate our operations. In the
event that we are unable to
<PAGE 27>
meet the demand of Longview, Longview
could institute litigation against us to collect amounts due. If
such litigation were successful (and, we are presently unaware of
any exiting defense that we might raise in connection with such
litigation) Longview would obtain a judgment against us which could
result in a forced sale of our assets, bankruptcy proceedings or
similar consequences, the ultimate result of which would be the
termination of our business.
Other than the foregoing, we do not expect to purchase or sell any
significant equipment and do not expect any significant changes in
the number of our employees.
PROPOSED BUSINESS
Background
We are a Florida corporation formed under the name of
"Ewebcentral.net, Inc" on April 2, 2001.
Our mission is to become "America's Corporate Employee Partner" by
designing, implementing and maintaining an online employer/employee
information service network. To achieve our mission, we intend
first to develop an Internet site designed to be a commercially
viable, dynamic and informative employer/employee news site.
Initially, our site will be a limited news digest service that
generates its content by selecting from the public domain the best
available information published by others, subject to our ability to
utilize such information without infringing upon any legal right of
the creator of such content. To the extent that such content is not
available to us as part of the public domain, we will seek from the
creator of such content the right make use of such content. In
connection with any content that is available as a part of the
public domain, we intend to observe applicable laws associated with
our use of such content. We currently do not have any agreements
with any owner of any content relating to our proposed use of such
content. We expect to obtain certain of our content from web sites
operated by such sources as the Bureau of Labor and Statistics, the
Department of Labor, the House Committee on Education and the
Workforce, and the Senate Committee on Health, Education, Labor and
Pensions. We believe that certain
<PAGE 28>
information available on such web
sites is part of the public domain and will be available for use by
us. We believe that a digest of key stories and information will be
a valuable resource to visitors to our web site and will serve as
the keystone to our Internet presence.
We intend to launch our initial Internet site through the Internet
super hub of an undetermined third party based upon the
recommendations of our Consultant. After we launch our initial
Internet site, we intend to add various types of information
relating to employer/employee relations which we intend to benefit
both employers and employees. We intend to become a "one stop
shopping" site for employer and employee information. As a result,
we anticipate that our site will attract the attention of many
national employers as well as a broad spectrum of employees.
In addition to the news digest service and employer/employee
relations information that we anticipate will be provided on our
Internet site, we expect to include additional types of human
resource information, sales and marketing information, additional
advertising and promotional information, and information relating to
products and services we expect to offer for sale. In connection
with our anticipated inclusion of human resource information, we
expect to provide content from certain existing Internet sites,
including but not limited to "Benefit News" at
http://www.benefitnews.com/index.cfm, where articles and news
affecting benefits and human resource management are provided;
Benefitslink.com at http://www.benefitslink.com/buzz/new.shtml,
where news and articles related to benefit plans, pension and profit
sharing, document services, COBRA questions and answers, and
403(b)audit guidelines are provided; the Bureau of Labor and
Statistics at http://stats.bls.gov/newsrels.htm, where current news
relating to the labor industry is provided; Employee Benefit
Research Institute at http://www.ebri.org/, where news related to
public policy involving employer and employee issues is provided and
International Foundation of Employee Benefit Plans at
http://www.ifebp.org/, where industry news on employee benefit plans
is provided. In connection with our anticipated inclusion of sales
and marketing information, we expect to accumulate information
provided by leading industry professional employer organizations
which is intended to educate employers on the benefits of utilizing
the services of a professional employer organization. With these
additional offerings, we anticipate our independent web site will
enjoy increased audience attention and
<PAGE 29>
a larger Internet audience,
providing us with greater potential for increased revenues.
We have not yet begun any software development. We are currently
negotiating with potential software development vendors in
connection with our software development requirements, but we have
not yet made any determination as to who we expect will develop our
software.
We intend that the name of our website will be epeoonline.com. To
the best of our knowledge, as of the date hereof, there is an
existing website named www.ewebcentral.net. The website at
www.ewebcentral.net does not belong to us and is not in any other
way related to us. Currently, the name epeoonline.com is registered
to Chuck Childers. Chuck Childers is the president of our
Consultant and has verbally agreed to transfer all rights to the
name epeoonline.com to us upon reimbursement of registration costs
in the approximate amount of $100 paid by Chuck Childers.
The Industry
Growth of the Internet
The Internet has emerged as a global medium, enabling millions of
people worldwide to share information, communicate and conduct
business electronically. Recent studies by Ziff-Davis Market
Intelligence report that more than 23 million United States
households are connected to the Internet, and almost 16 million of
those households are participating in electronic commerce. Growth
of the Internet is expected to be driven by the growing number of
personal computers installed in homes and offices, the decreasing
cost of personal computers, easier, faster and cheaper access to the
Internet, improvements in network infrastructure, the proliferation
of Internet content, and the increasing familiarity with and
acceptance of the Internet by businesses and consumers. The
Internet possesses a number of unique characteristics that
differentiate it from traditional media, a lack of geographic or
temporal limitations, real-time access to dynamic and interactive
content, and instantaneous communication with a single individual or
groups of individuals. As a result of these characteristics,
Internet usage is expected to continue to grow rapidly. The
proliferation of users, combined with the Internet's broad reach and
lower cost of marketing, have created a powerful direct sales and
marketing channel.
<PAGE 30>
Electronic Commerce
The growth of Internet usage overall represents a significant
opportunity for businesses to conduct commerce over the Internet.
One factor fueling this projected growth is the increasing variety
of transactions that take place on the Internet. Initially,
companies focused on facilitating Internet transactions between
businesses. However, a number of companies have increasingly
targeted business-to-consumer transactions. These companies
typically use the Internet to offer standard products and services
that can be easily described with graphics and text and that do not
necessarily require the physical presence of the product or service
for purchase, such as software, books, music compact discs,
videocassettes, home loans, airline tickets, online banking and
stock trading. The Internet allows these companies to develop
one-to-one relationships with customers worldwide without making
significant investments in traditional infrastructure such as retail
outlets, vendor networks and sales personnel.
The Direct Marketing Opportunity
The same advantages that facilitate the growth of electronic
commerce and advertising make the Internet a compelling medium for
direct marketing campaigns. Direct marketing over the Internet uses
electronic mail to reach potential buyers, potentially offering them
a significantly broader selection of products and services than are
available locally. Internet-based direct marketing also allows
marketers to rapidly collect meaningful demographic information and
feedback from consumers and to use this information to tailor new
messages quickly. Registration information typically collected by
Internet sites and user involvement in topical electronic commerce
networks of interest provide additional demographic information.
This additional demographic information offers businesses the chance
to increase the effectiveness of their direct marketing campaigns,
which may translate into higher sales. Furthermore, the costs of
direct marketing through electronic mail are dramatically lower than
those of traditional direct marketing techniques. As a result,
Internet-based direct marketing campaigns can be profitable at
response rates that are a fraction of the rates for traditional
campaigns.
<PAGE 31>
Our Approach To Information Gathering
We intend to use the Internet to create a cost-effective
employer/employee information service network, and we hope to use
that network to solicit and obtain new business for strategic
partners with whom we develop a business relationship. We believe
that our strategic partners will include but will not be limited to
professional employer organizations that are currently members of
the National Association of Professional Employer Organizations (the
"NAPEO"), but we have not yet entered into any discussions,
negotiations or agreements with any such anticipated strategic
partners. According to the NAPEO, the NAPEO was founded in 1984 and
seeks to support the growth and success of its member companies by
providing its member companies with valuable educational resources,
by acting as the unified voice of the PEO industry in government,
and by offering unequaled networking opportunities. Ultimately, we
expect that we will create a platform through which we can market
our own products. By offering visitors to our site a dynamic and
informative employer/employee news and information service and a
variety of competitively priced company branded products, we believe
that we can create an innovative online sales source with low
customer acquisition costs. We anticipate that the key elements of
our marketing and development plan will be:
* Source of Significant Employment Information.
We hope to become "America's Corporate Employee Partner" by
designing, implementing and maintaining an online employer/employee
information service network that provides dynamic and informative
employer/employee news and information. We anticipate that our
initial Internet site will feature a limited news digest service
that will generate its content by selecting the best available
information published by others from around the world. We believe
that such a digest of key stories is a valuable resource to site
visitors and will serve as the keystone to our Internet presence.
* Development of a Detailed Member Database.
We expect to gather a significant base of information about our
members through registration information, responses to beta tests
and purchasing information obtained from third parties. As our
Internet site's visitors become members of our online consumer
<PAGE 32>
network and as we obtain purchasing history data, we anticipate that
we will be able to use this data to target offers, increase our
range of product offerings and encourage future transactions and
involvement with our online consumer network.
* Customer Convenience.
We intend to provide attractive electronic commerce opportunities
for potential purchasers. We expect our order processing services
to be available 24 hours a day, seven days a week, which we
anticipate will facilitate "on demand" purchases. In addition, we
anticipate that potential purchasers will be able to reach our
Internet site from either their home or office computers.
Furthermore, we anticipate that our third-party vendors will ship
the products purchased on our Internet site directly to the address
designated by the purchaser, eliminating the need for the purchaser
to travel to the product's source and thereby enhancing purchasing
convenience, particularly for potential purchasers in rural
locations without ready access to retail stores.
The Products
Newsletter Subscriptions
Initially, we expect our newsletter to be offered online and to
contain employment news, as well as general news coverage, for
employers and employees delivered via the Internet. Depending upon
the success achieved with our Internet version of our newsletter, we
hope to expand our newsletter to print form to be delivered via
facsimile transmission and other traditional sources. We expect the
newsletter to be a monthly publication that can be delivered either
through the U.S. postal service or via e-mail. We intend to offer a
30-day free trial examination of our newsletter and news service
products. After the 30 day free trial period, we intend to charge
subscribers a monthly fee based upon the number of employees
employed by such subscriber. We expect to charge a monthly fee of
$50 to subscribers with not more than 10 employees; a monthly fee of
$50 plus $3 for each employee over ten employees for subscribers
with not more than 50 employees; a monthly fee of $150 plus $2 for
each employee over 50 employees for subscribers with not more than
100 employees; a monthly fee of $250 plus $1.50 for each employee
over 100 employees for subscribers with not more than 500 employees;
and a
<PAGE 33>
monthly fee of $850 plus $1 for each employee over 500
employees for subscribers with over 500 employees.
News Service
We anticipate that our customized news service will be designed to
provide late breaking news directly to our customers via e-mail.
This news service will be designed to meet the needs of employers
and employees who require the most current information available.
We expect to derive our breaking news from certain existing Internet
sites, including but not limited to http://www.benefitsalert.com,
where news and information on benefits from a variety of sources are
provided; http://www.benefitnews.com/index.cfm, where articles and
news affecting benefits and human resource management are provided;
http://www.benefitslink.com/buzz/news.html, where news and articles
related to benefit plans, pension and profit sharing, document
services, COBRA questions and answers and 403(b)audit guidelines are
provided; http://stats.bls.gov/newsrels.htm, where current news
relating to the labor industry is provided; http://www.ebri.org,
where news related to public policy involving employer and employee
issues is provided and http://www.ifebp.org, where industry news on
employee benefit plans is provided.
Video and Audio Tapes
We expect to offer and sell video and audio tapes and to develop and
sell company-branded video and audio tapes, the content of which
will be specifically focused toward employer and employee relations.
We may offer and sell video and audio tapes dealing with employment
and related matters such as, but not limited to age discrimination,
business ethics, conflict management, compensation alternatives,
drug abuse, employment contracts, interview preparations, leadership
issues, religious accommodations, safety issues and wrongful
termination issues. We also hope to create and offer special
reports of current topics of interest. However, we have not yet
made any determination as to the exact nature or content of any
company branded video or audio tape, and we expect that such
determination will be a function of our future business development.
We anticipate that our sources for the video and audio tapes will
derive from certain existing Internet sites, including but not
limited to http://www.ahipubs.com,
<PAGE 34>
http://www.business-marketing.com/store/employben.html and
http://www.trainingabc.com/health.htm. There appears to be a wide
variety of audio and video products offered at the forgoing website
sources. For example, some of the topics apparently included at:
(i) www. ahipubs.com are absenteeism, confidentiality, discipline,
insubordination, negligent hiring, promotions, safety and workers'
compensation; (ii) www. business-marketing.com. are business ethics,
conflict management, employment law, meeting skills, personal
development, stress management and workplace safety; and (iii)
www.trainingabc.com are communication; diversity; management; sexual
harassment and workplace violence. We do not currently have any
agreement with any source, including but not limited to the sources
described above, for the supply of any video or audio tape that we
intend to sell, and we have not yet made any inquiry that would give
us the ability to ascertain whether any source would be willing to
provide us with any products currently offered by such sources,
branded for us or otherwise. If we are able to develop a loyal
customer base that relies upon the employer/employee information
service network that we hope to develop, we believe that those
customers may purchase products we offer even though those products
may be available from other sources. If we are able to generate a
sufficient customer base, we may be able to negotiate with our
sources for non-branded audio and video tapes for a bulk purchase at
prices below the general market price otherwise offered by such
sources, or we may be able to negotiate with such sources for
receipt of a sales commission or other remuneration. In either
event, we would generate certain revenues as a result of such sales.
However, we can not be certain that we will be successful in any
negotiation with any such source, and if we are not, we may not
generate any revenue from the sale of non-branded audio and video
tapes.
On-Line Store
Our online store is expected to offer a wide variety of books,
magazines, audio and video tapes, and specialty items, as well as
certain company branded books, newsletters and audio and video
tapes. However, we have not yet made any determination as to the
exact nature or content of any company branded books or newsletters,
and we expect that such determination will be a function of our
future business development. Examples of the type of content that
we may choose to cover may include topics such as age
discrimination, business writing, discipline,
<PAGE 35>
ergonomics,
immigration, leave, management skills, performance appraisals and
vacation violations. We expect initially to obtain such products
from the sources described above. We do not currently have any
agreement with any source, including but not limited to the sources
described above, for the supply of any book, magazine or newsletter
that we intend to sell, and we have not yet made any inquiry that
would give us the ability to ascertain whether any source would be
willing to provide us with any products currently offered by such
sources, branded for us or otherwise.
Get Listed
We expect to offer banner advertising and link connections from our
Internet site to those professional employer organizations willing
to enroll in our "Get Listed" program. "Get Listed" is the name we
have given to our web-based advertising agreements program, which we
do not expect to differ materially from traditional web-based
advertising agreements. Once enrolled in our "Get Listed" program,
the listed professional employer organization will pay us a monthly
membership fee and become our strategic partner. As our strategic
partner, the professional employer organization will be entitled to
rent banner advertising space on our website, as well as to
establish link connections to the strategic partner's home site.
Strategy
One of our objectives is to develop a sizeable Internet audience and
create an online consumer network that will, after exposure to the
products and services we offer, understand and utilize our services.
Our strategy is expected to focus on the following factors:
Growth
We plan to generate revenues by:
* creating a customer base by providing an informative,
up-to-date source of employment services information at no
cost to site visitors;
* offering a broad and expanding array of branded products
at competitive and discounted prices;
<PAGE 36>
* soliciting and obtaining strategic partners who will
become members of our "Get Listed" Program;
* offering banner advertising space on our website to our
strategic partners, as well as other complementary
organizations;
* receipt of a sales commission or other remuneration from
our strategic partners based upon direct link referrals.
Building Strong Company Recognition
We believe that establishing and leveraging our employment
information system is critical for our ultimate success. We intend
to develop our site recognition through effective marketing and
promotion and high-quality customer service. We expect to become a
member of the NAPEO. As a member of the NAPEO, we will be provided
with access to their member database, which we believe includes
access to over 2,500 professional employer organizations. To the
extent that we have sufficient financial resources to do so, we
intend initially to mail and e-mail brochures and other advertising
materials exhibiting our products and services to other members of
the NAPEO as an introduction to our products and services.
Likewise, we expect to contact various chambers of commerce located
throughout the country through direct mail marketing. If our
financial circumstances permit, we hope to engage a sales force to
initiate personal and follow up contacts with members of the NAPEO
and the various chambers of commerce. Thereafter, we hope to
identify target segments of the public for the purpose of offering
and selling our products and services.
Promoting Repeat Usage and User Loyalty
We believe that community-based Internet sites have the inherent
potential to create and retain a loyal user base, particularly when
combined with the provision of valuable information and purchasing
incentives. We intend to promote repeat usage by continuously
expanding our information systems and product offerings.
<PAGE 37>
Future Products and Services
We are developing a wide range of concepts that we believe may
enhance our market presence, and we hope to continually develop and
implement new and innovative products and services. Currently under
consideration are the following concepts:
* Corporate planning. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in corporate transaction planning. If we are
able to develop such strategic alliances, we will provide
our Internet audience with opportunities to utilize the
services of those strategic alliance companies by creating
direct website links to those companies. If we are able
to implement our corporate planning product, we anticipate
that the timeframe for its launch would occur shortly
after the first quarter of 2004. If our "Get Listed"
program proves commercially unsuccessful, we believe our
opportunity to create strategic alliances would be
significantly reduced, and we might be unable to
commercially launch our corporate planning product.
* Insurance products. We hope to develop strategic
alliances through our "Get Listed" program with companies
offering a wide variety of insurance products. If we are
able to develop such strategic alliances, we will provide
our Internet audience with opportunities to obtain the
various types of insurance available from those strategic
alliances. If we are able to implement our insurance
products, we anticipate that the timeframe for its launch
would occur shortly after the first quarter of 2004. If
our "Get Listed" program proves commercially unsuccessful,
we believe our opportunity to create strategic alliances
would be significantly reduced, and we might be unable to
commercially launch our insurance product. However, we
might consider establishing relationships with licensed
insurance professionals to offer various insurance
products to our Internet audience.
* Retirement planning. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in retirement planning. If we
<PAGE 38>
are able to
develop such strategic alliances, we will provide our
Internet audience with opportunities to participate in the
planning alternatives available through such strategic
alliances. If we are able to implement our retirement
planning products, we anticipate that the timeframe for
its launch would occur shortly after the first quarter of
2004. If our "Get Listed" program proves commercially
unsuccessful, we believe our opportunity to create
strategic alliances would be
<PAGE 39>
significantly reduced, and we
might be unable to commercially launch our retirement
planning products.
* Asset planning. We hope to develop strategic alliances
through our "Get Listed" program with companies
specializing in asset planning. If we are able to develop
such strategic alliances, we will provide our Internet
audience with opportunities to participate in the planning
alternatives available through such strategic alliances.
If we are able to implement our asset planning products,
we anticipate that the timeframe for its launch would
occur shortly after the first quarter of 2004. If our
"Get Listed" program proves commercially unsuccessful, we
believe our opportunity to create strategic alliances
would be significantly reduced and we might be unable to
commercially launch our asset planning products.
* E-commerce Services. We hope to develop strategic
alliances through our "Get Listed" program with companies
specializing in the provision of e-commerce services.
Such companies may include but not be limited to companies
providing specialized computer programming and networking
services and companies offering the creation and
development of an e-commerce presence. If we are able to
develop such strategic alliances, we will provide our
Internet audience with opportunities to avail themselves
of the services provided by such strategic alliances. If
we are able to implement our e-commerce services, we
anticipate that the timeframe for its launch would occur
shortly after the first quarter of 2004. If our "Get
Listed" program proves commercially unsuccessful, we
believe our opportunity to create strategic alliances
would be significantly reduced and we might be unable to
commercially launch our e-commerce services.
Maintaining and Improving Technological Focus and Expertise
We believe that a highly advanced and well functioning Internet site
is critical to our ultimate success. We intend to remain committed
to Internet site reliability and accessibility and to make
continuous enhancements to our technology, including upgrading and
expanding server and networking infrastructure, increasing fault
tolerance and improving Internet connections. In addition, we
intend to increase the efficiency of our information services,
transaction processing and fulfillment operations and the
sophistication of our direct marketing campaign management software.
Establishing Vendor Relationships
We anticipate that we will be dependant on third-party vendors and
distributors for all product fulfillment and that we will not
maintain an inventory in any product line. We hope to be able to
contract with third-party vendors to permit us sell certain products
under our name or referencing items of any intellectual property
(such as, any service name, service mark, tradename or trademark)
that we may own, thereby creating a product identifiable by and
associated with such intellectual property or "brand"; however, we
cannot be certain that we will be able to do so. As of the date
hereof, we do not yet own any service names, service marks, trade
names, trademarks or similar types of intellectual property and we
have not applied for protection for any of same. We believe that
whether or not we create original products, we may be able to create
company branded products through contractual negotiation with the
owners of such products. Those products may include items such as
our newsletter subscriptions, news services and video and audio
tapes. Depending upon our business development and the potential
business volumes that we may be in a position to provide to content
owners, such owners may be willing to license such content
exclusively to us and thereby allow us to create a product that is
recognizable under an item of any intellectual property that we may
own. Of course, any use by us of content which we do not originally
create will require that we adhere to any and all applicable
intellectual property rights of the owner of such content. If, for
example, we find a significant audience
<PAGE 40>
for a particular topic which
we intend to cover as part of a product we offer, and, if we are
able to create original content or exclusively licence content that
becomes recognizable by such audience through any recognizable
intellectual property that we may own, such intellectual property
(or "brand") may become associated with such product coverage.
Based upon the current status of our business development, we are
unable to determine if we will have the opportunity to create any
intellectual property or offer any company branded products, or if
we are able to create intellectual property and offer such branded
products, what the terms and conditions of any agreement relating to
same may be. If we are unable to create intellectual property and
our own branded products, there may be a detrimental impact upon our
ability to grow. In any event, we anticipate that we will have to
establish and maintain relationships with a broad range of vendors
and distributors in order to offer potential purchasers a
substantial product mix at competitive and discounted prices and
that we will have to develop a substantial customer base in order to
be in a position to obtain any uniquely branded products. Whether
or not we have the ability to create our own branded products, our
vendor and distributor relationships will be one of the keys to our
ability to implement our business plan and make it successful.
Agreements
Consulting Agreement
Our entire initial growth strategy is based upon services that will
be provided to us under a consulting agreement (the "Consulting
Agreement") that we have entered into with Corporate Ventures
Network (our "Consultant"), through which our Consultant will assist
us with the administrative implementation of our business plan and
the development of our Internet presence. The business plan
administrative services will include but not necessarily be limited
to assistance with internal accounting practices and procedures,
assistance with the development of financial goals, and coordination
with accounting and legal professionals. The Internet presence
services will include but not necessarily be limited to design,
implementation and testing of Internet products, design and
development of web pages, maintenance of our Internet site,
provision of advice as to web hosting services, provision of certain
programming services, provision of certain Internet technology
services, provision of
<PAGE 41>
certain data management services, provision
of advice as to Internet marketing, establishment of a company
Internet identity and presence, and development of an effective
Internet marketing campaign. The Consulting Agreement is dated
April 3, 2001 and was effective for a term of one year, with
automatic one year renewal terms thereafter unless we or the
Consultant elect not to renew the Consulting Agreement at least 30
days prior to the expiration of any term. The Consulting Agreement
is terminable by either the Consultant or us upon thirty days prior
written notice. The Consulting Agreement provides for annual
compensation to our Consultant in the amount of $50,000, which sum
is payable by us in 24 semi-monthly payments. Effective as of
November 1, 2002, we and our Consultant have agreed to change the
terms of the Consulting Agreement, whereby the Consulting Agreement
will continue on a month-to-month basis and the compensation payable
by us to our Consultant is payable at $2,500 per month. On March 1,
2003, we further modified the terms of the Consulting Agreement to
provide that although the Consultant will continue to provide
services to us, such services will be provided to us without cost
until March 31, 2004. The president of our Consultant is Chuck
Childers. Mr. Childers and Mr. Lindley, our director, president and
secretary, are long-time friends and have participated together in
the past in other business ventures. Mr. Childers does not
presently own any of our common stock and is not one of our officers
or directors. The relationship between us and our Consultant is
based upon the Consulting Agreement as same was amended as of
November 1, 2002 and as may be subsequently amended from time to
time, if ever. As of September 30, 2003, we have incurred expenses
to our Consultant in the amount of $106,667 for services rendered
under the Consulting Agreement, as modified. Of the total
consulting fees incurred, $89,167 was paid to the Consultant in cash
from our receipt of proceeds from certain notes (as described
hereinafter) and the balance is reflected as a part of our
additional paid-in capital. As of September 30, 2003, no amounts
remain unpaid to our Consultant.
Lease Agreement
We have no written lease agreement as to the office space that we
occupy. We utilize certain facilities provided without charge to us
by our sole director and officer.
<PAGE 42>
Notes Payable
We have executed an aggregate of fifteen unsecured promissory notes
in favor of Longview Partners Group, Inc. ("Longview"), a party not
affiliated with us or our officer and director. On each of April
19, 2001, May 21, 2001, June 13, 2001, July 20, 2001, August 22,
2001, September 29, 2001, November 14, 2001, December 18, 2001,
January 23, 2002, March 1, 2002, April 15, 2002, May 16, 2002, July
5, 2002, August 7, 2002 and November 18, 2002, we executed one such
promissory note. Each of such notes evidences principal
indebtedness in the amount of $5,000, and our aggregate principal
indebtedness to Longview is in the amount of $75,000. Each such
note has a term of two years from its date of execution but provides
that Longview may make a demand for payment at any time after one
year from the date of execution. As of September 30, 2003, we have
agreed with the lender that the due date under each of such notes
will be extended for a period of 1 year from the original due date
thereof. Each such note is unsecured, bears interest at the rate of
14% per annum and provides for a 5% late payment penalty as to any
amount of interest or principal not paid when due. As of September
30, 2003, we have not made any repayment and no demand therefor has
been received by us. As of September 30, 2003, interest on such
notes in the amount of $18,505, is accrued but unpaid. We hope to
timely pay interest on the notes as same become due and to repay the
principal on the revised stated expiration of the term of each note,
however; we are not certain that we will be able to do so.
Our president, Guy T. Lindley, advanced $750 to us to pay certain
corporate expenses. The loan is not evidenced by a note, does not
bear interest and is unsecured. However, the loan is due upon
demand by our president upon us.
Competition
We anticipate that online advertising will constitute one of our
revenue sources, and we believe that the market for online
advertising is highly competitive. Accordingly, we will face
substantial competition from established Internet portals for
advertisers, as well as for parties willing to act as strategic
partners through our "Get Listed" program. Most established
Internet portals offer online advertising and can be expected to
present some level of competition. We anticipate that various
<PAGE 43>
Internet sites will attract the attention of Professional Employer
Organizations (PEO's), which we expect to target as customers.
We expect that our anticipated online advertising competitors will
have greater financial and marketing resources than we will have.
As a result, our competitors may be able to respond more quickly
than our Company to evolving Internet realities, which may result in
a stronger appeal to our potential advertising base. Furthermore,
these greater resources may better enable them to withstand periodic
economic downturns, compete more effectively on the basis of price,
and more effectively retain existing advertisers and attract new
advertisers. As more businesses seek to avail themselves of the
business opportunities afforded by the Internet, we expect
competition for advertisers and strategic partners to increase. On
the other hand, because our Company expects to focus its Internet
portal on employer/employee information services, advertisers
seeking to deliver their advertisements to this niche market may
find their interests better served by our Company's internet portal
than by online advertising on Internet portals with a more
generalized content.
A PEO is defined as an organization that provides an integrated and
cost-effective approach to the management and administration of the
human resources and employer risk of its clients. A PEO
accomplishes these objectives for its client businesses by
contractually assuming substantial employer rights, responsibilities
and risks, and by establishing and maintaining an employer
relationship with the workers assigned to its client businesses. By
providing these services, the PEO enables its client businesses to
control costs, save time and paperwork hassles, reduce turnover and
attract better employees, manage claims, provide better benefits
packages, provide professional assistance with compliance, provide
professional assistance with human resource services, and reduce
accounting costs, among other things. However, selecting the right
PEO is difficult.
As part of our business strategy, we hope to utilize our website to
attract business clients by providing employer/employee resources.
If we are successful in attracting such client businesses, we intend
to match these client businesses to one of the more than 3,000 PEO's
nationwide. We do yet have any understanding or agreement with any
PEO regarding any matter, and
<PAGE 44>
we can not determine whether we will
be able to negotiate and conclude any such agreement.
We believe that a client business considering a relationship with a
PEO must first answer many questions, including what are its own
human resource and risk management needs, is the PEO capable of
meeting these needs, what is the prospective PEO's financial
background, what are the prospective PEO's client and professional
references, how are the prospective PEO's employee benefits funded
and tailored, and what are the terms of the service agreement, among
other things. We believe that we will, and our anticipated
competitors now do, attempt to answer these questions by providing a
variety of PEO services and information. Accordingly, we anticipate
that we will face substantial competition from other Internet
portals that provide PEO resources, and we expect that our
anticipated online PEO resource competitors will have greater
financial and marketing resources than we will have. As a result,
our competitors may be able to respond more quickly than our Company
to evolving Internet and PEO industry realities, which may result in
a stronger appeal to our potential client business base.
Furthermore, these greater resources may better enable them to
withstand periodic economic downturns, compete more effectively on
the basis of price, and more effectively retain existing client
businesses and attract new client businesses. Some prospective
business clients may determine that it is imprudent to rely on a new
company that lacks significant operating experience to resolve
important human resource and risk management issues. On the other
hand, some prospective client businesses may determine that a new
company with fewer customers can provide more personalized services.
Our ability to successfully compete with our PEO resource
competitors will depend upon many factors, including our financial
abilities existing from time to time, the timeliness,
comprehensiveness and trustworthiness of our Internet portal's
content as compared to that of our competitors, our success in
developing and implementing effective sales and marketing
strategies, and our ability to manage our customer and vendor base.
In any event, we believe that existing competition and any
competition we may encounter once we complete and launch our
Internet portal, if we are able to do so, will be from companies
with greater resources than we possess, and we will be at a
competitive disadvantage in responding to any such competition.
<PAGE 45>
Governmental Regulation
There are currently few laws or regulations that are directly
applicable to Internet access or electronic commerce. However, it
is possible that a number of laws and regulations may be adopted
with respect to the Internet, covering issues such as user privacy,
pricing and characteristics and quality of products and services.
The adoption of laws or regulations applicable to our business could
decrease the growth of the online consumer network industry or the
Internet, which could in turn decrease the demand for our services
and increase our cost of our doing business. Furthermore, the
applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take
years to resolve.
Employees
We currently have no full-time employees. Our only employee is Guy
T. Lindley, who serves as our sole director, president, secretary
and treasurer. We expect that Mr. Lindley will spend as much as
thirty hours each week in attending to our business affairs, but Mr.
Lindley is not obligated to do so. We expect that Mr. Lindley will
also be engaged as a consultant to third-party companies engaged in
unrelated businesses and that he will devote such portion of his
time to such other activities as he may deem necessary. We believe
that the time Mr. Lindley intends to devote to our business affairs,
along with the services being provided to us by our Consultant, will
initially be adequate for us to implement our plan of operations. As
our business develops and as our financial resources permit, we
intend to hire such additional staff as may be necessary to further
develop and implement our plan of operations.
Facilities
The Company's principal executive offices are located at 411
Lighthouse Drive, Palm Beach Gardens, Florida 33410.
<PAGE 46>
MANAGEMENT
Executive Officers and Directors
The following sets forth certain information with respect to our
executive officers and directors. Each director holds such position
until the next annual meeting of our shareholders and until his
respective successor has been elected and qualifies.
Name Age Positions
Guy T. Lindley 57 Director, President, Secretary,
Treasurer
Any of our directors may be removed with or without cause at any
time by the vote of the holders of not less than a majority of our
then outstanding common stock. Officers are elected annually by the
Board of Directors. Any of our officers may be removed with or
without cause at any time by our Board of Directors.
Dr. Lindley is one of our founders and has held his position with us
since our inception.
Guy T. Lindley - Director, President, Secretary, Treasurer
Guy T. Lindley holds a Bachelor of Science degree with a major in
corporation finance from Georgia State University, and a doctor of
medicine degree from Universidad Eugenia Maria De Hostos, University
of Miami School of Medicine (International Studies). He has also
participated in the Georgia State University Master in Business
Administration program by taking courses in international finance,
management and accounting. From 1993 to 1996, Dr. Lindley served as
Executive Vice President and Chief Operating Officer of Conquest Sun
Airlines, Inc., where he was involved in the development and
management of the certification team for certain aircraft operated
by the airline. From 1996 to 2001, Dr. Lindley served as President
of Sun Express Group, Inc., a development stage airline company.
Dr. Lindley does not devote his entire time to us. He does intend
to regularly to discuss our affairs and to review the status of our
business operations. We anticipate that Dr. Lindley will devote up
to 20 hours per weeks to our business affairs. Any conflicts of
interest that arise affecting Dr.
<PAGE 47>
Lindley and us will be resolved by
him in a manner that he deems will be fair. You may not agree with
his determination. If you have any doubt about the abilities or
integrity of Dr. Lindley, you should not purchase any shares.
Executive Compensation of our Executive Officers
We have no agreements relating to compensation with Dr. Lindley,
including consulting agreements. The compensation of our executive
officers will be determined by our Board of Directors. Our
executive officers have verbally agreed to defer the payment of any
compensation from us as an executive officer until such time, if
any, that we obtain sufficient capital through this offering or
otherwise. We do not presently intend to use any of the proceeds of
this offering to compensate our executive officer, except that we
intend to reimburse our executive officer for any expenses of the
offering paid by him, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 18,
2004 with respect to any person who is known to us to be the
beneficial owner of more than 5% of our common stock, which is the
only class of our outstanding voting securities and as to each class
of our equity securities beneficially owned by our directors and
officers and directors as a group:
Name of Beneficial Owner Amount of Shares Approximate
Beneficially Percent of
Owned Class
Guy T. Lindley 180,000 18.0%
411 Lighthouse Drive
Palm Beach Gardens, FL 33410
Katherine Hinman 62,000 6.2%
14750 Beach Boulevard
Suite 47
Jacksonville, FL 32250
<PAGE 48>
Clara Sneath 225,000 22.5%
3520 S.W. 104th Avenue
Miami, FL 33165
Bengt Bjorsvik 240,000 24.0%
11490 Northwest 23rd Street
Coral Springs, FL 33065
Edward H Gilbert 250,000 25.0%
5100 Town Center Circle
Suite 430
Boca Raton, FL 33486
Officers and Directors as a 180,000 18.0%
Group (1 person)
CERTAIN TRANSACTIONS
In April of 2001 we issued an aggregate of 1,000,000 shares. At the
time of the issuance of our shares, they were of negligible value.
Our founders were Guy T. Lindley and Edward H. Gilbert. During
2003, one of our shareholders, James Young, owning 115,000 (11.5%)
shares of our common stock disposed of all of his shares, 85,000 of
which were acquired by Bengt Bjorsvik and 30,000 of which were
acquired by Guy Lindley. During 2003, one of our shareholders, Greg
Rice, owning 155,000 shares of our common stock disposed of all of
his shares, all of which were acquired by Bengt Bjorsvik. During
2003, one of our shareholders, Bonnie Crum, owning 205,000 (20.5%)
of our common stock disposed of 162,000 of her shares, 62,000 of
which were acquired by Katherine Hinman and 100,000 of which were
acquired by Edward H. Gilbert.
DESCRIPTION OF COMMON STOCK
Our authorized
capital stock consists of 80,000,000 shares of common stock, par
value $.0001 per share, and 20,000,000 shares of preferred stock,
par value $.0001 per share.
The holders of outstanding shares of our common stock are entitled
to receive dividends out of assets legally available therefor at
such times and in such amounts, if any, as our Board
<PAGE 49>
of Directors
from time to time may determine. Holders of common stock are
entitled to one vote for each share held on all matters submitted to
a vote of stockholders, which means that the holders of a majority
of the shares voted can elect all of the directors then standing for
election. Holders of the common stock are not entitled to
preemptive rights, and the common stock is not subject to conversion
or redemption.
The holders of our securities described under the caption "Security
Ownership of Certain Beneficial Owners and Management", above, one
of which is our sole director and executive officer, own all of our
outstanding common stock. These stockholders can determine the
outcome of stockholder votes, including votes concerning the
election of directors, amendments to our charter and bylaws, and the
approval of significant corporate transactions such as a merger or
sale of our assets. In addition, their controlling influence could
have the effect of delaying, deferring or preventing a change in
control of our company.
Our preferred stock may be issued from time to time in one or more
series, and each of such series will have distinctive serial
designations in such manner as is determined by our Board of Directors.
Each series of preferred stock may be of such number of shares and
may have such rights and preferences, including but not limited to
special voting rights, redemption rights, conversion rights,
dividend rights, liquidation rights, other relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, as may be stated in the resolution of our Board of
Directors providing for the issuance of such preferred stock.
Control-Share Acquisitions and Affiliated Transactions
We may become subject to the control-share acquisition and
affiliated transaction provisions of the Florida Business
Corporation Act. Those provisions could have the effect of
discouraging offers to acquire us and of increasing the difficulty
of consummating any such offer. Those provisions may also
discourage bids for our common stock at a premium over the market
price.
<PAGE 50>
Transfer Agent
We intend to engage Florida Atlantic Stock Transfer Company, Inc.,
7130 Nob Hill Road, Tamarac, FL 33321 whose telephone number is
(954)726-4954 as the transfer agent for our common stock.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this
offering, there has not been any public market for our common stock.
Sales of substantial amounts of our common stock in the public
market, or the perception that such sales could occur, could
adversely affect prevailing market prices, if any, of our common
stock and could impair our future ability to raise capital through
the sale of equity securities.
In general, under Rule 144, any person who owns shares that were
acquired from us at least one year prior to the proposed sale is
entitled to sell, within any three-month period beginning 90 days
after the date of this prospectus, a number of shares that does not
exceed the greater of:
* 1% of the number of shares of our common stock then
outstanding or
* the average weekly trading volume of the common stock on
Nasdaq during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to such sale.
Shares that were acquired from us at least two years prior to the
proposed sale may generally be sold by non-affiliates without
restriction. Any shares purchased by our affiliates in this
offering and subsequently publicly sold by those affiliates will not
be subject to the one-year holding period. Sales under Rule 144 are
also subject to a certain manner of sale provisions and notice
requirements and to the availability of current public information
about us.
Of the 1,000,000 shares of our common stock currently outstanding,
approximately 1,000,000 shares may be eligible for sale in the
public market sometime after April 2002 with certain restrictions
and sometime after April 2003 without such
<PAGE 51>
restrictions, unless such
shares are purchased or sold by our affiliates.
PLAN OF DISTRIBUTION
Our Offering
We are offering 1,000,000 shares on a "best efforts" basis. Unless
we receive paid subscriptions for at least 100,000 shares by July
31, 2004, no shares will be sold and all proceeds will be returned
to subscribers without interest. If we sell at least 100,000 shares
by that date, we may extend our offering until the earlier of
September 30, 2004 or such time that all 1,000,000 shares are sold.
The minimum purchase is 1,000 shares. There is no limit on the
number of shares that may be purchased by any of our founders. Any
purchases by them must be made with investment intent and made on
the same terms and conditions as are purchases made by public
investors.
We are making the offering through our President, who will not be
compensated for offering the shares. However, subject to the
limitation described under "Use of Proceeds," we will reimburse him
for all expenses incurred by him in connection with the offering,
which we believe will be approximately $53,000. Because we are
offering the shares through our President without the use of a
professional securities underwriting firm, there may be less due
diligence performed in conjunction with this offering than would be
performed in the event of an underwritten offering.
Prior to this offering, there has been no market for our common
stock. The public offering price for the shares was determined
solely by us and may be substantially higher than the prices that
will prevail in the trading market, if one develops. Among the
factors we considered in determining the public offering price were
the absence of a record of operations, our current financial
condition, our future prospects, the inexperience of our management,
and the general condition of the equity securities market.
We initially intend to offer our shares in the state of New York,
although we may expand our offering to other states.
<PAGE 52>
If a public market develops for our common stock, trading in the
common stock will be subject to the requirements of applicable rules
under the Securities Exchange Act of 1934, which require additional
disclosure by broker-dealers in connection with any trades involving
the common stock. Those rules require the delivery, prior to any
transaction in the common stock, of a disclosure schedule explaining
the penny stock market and associated risks, and impose various
sales practice requirements on broker-dealers who sell the common
stock to persons other than established customers and accredited
investors (generally institutions). For these types of transactions,
the broker-dealer must make a special suitability determination for
the purchaser and have received the purchaser's written consent to
the transaction prior to sale. The additional burdens imposed upon
broker-dealers may discourage broker-dealers from effecting
transactions in our common stock, which could severely limit its
liquidity.
LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings to which we are
a party or of which any of our property is the subject, or to our
knowledge, any proceedings contemplated by governmental authorities.
INDEMNIFICATION
We have agreed to indemnify our executive officers and directors to
the fullest extent permitted by the Florida Business Corporation
Act. The Act permits us to indemnify any person who is or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by us or in
our right) by reason of the fact that the person is or was an
officer or director or is or was serving at our request as an
officer or director. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
that were actually and reasonably incurred by the person in
connection with the action, suit or proceeding; provided, however,
that the person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to our best interests,
and with respect to any criminal action
<PAGE 53>
or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. We
may indemnify officers and directors in an action by us or in our
right under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is
adjudged to be liable to us. Where an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, we must indemnify such officer or director
against the expenses which such officer or director actually and
reasonably incurred. The indemnification provisions of the Florida
Business Corporation Act are not exclusive of any other rights to
which an officer or director may be entitled under our bylaws, by
agreement, vote or otherwise.
Insofar as indemnification arising under the Securities Act may be
permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions or otherwise, we have been
advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the shares of common stock offered by this
prospectus have been passed upon for us by Edward H. Gilbert, P.A.
to the extent set forth in that firm's opinion filed as an exhibit
to the registration statement. Edward H. Gilbert is the sole owner
of Edward H. Gilbert, P.A. Mr. Gilbert owns 250,000 of our shares
and is one of our founders. Mr. Gilbert is not one of our officers,
nor is he a director.
EXPERTS
Our financial statements for the years ended September 30, 2003, and
September 30, 2002 and for the period from April 2, 2001 (inception)
to September 30, 2003, have been included in this prospectus in
reliance upon the report of Salberg & Company, P.A., independent
certified public accountants, appearing elsewhere in this
prospectus, and upon their authority as experts in accounting and
auditing.
<PAGE 54>
ADDITIONAL INFORMATION
We have electronically filed a registration statement on Form SB-2
with the SEC with respect to the shares of common stock to be sold
in this offering. This prospectus, which forms a part of that
registration statement, does not contain all of the information
included in the registration statement. Certain information is
omitted and you should refer to the registration statement and its
exhibits. With respect to references made in this prospectus to any
contract or other document, the references are not necessarily
complete and you should refer to the exhibits attached to the
registration statement for copies of the actual contract or
document. You may read and copy the registration statement and other
materials we file with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site that contains reports, proxy statements and information
statements, and other information regarding issuers that file
electronically with the SEC. The address of that site is
http://www.sec.gov.
Upon the effectiveness of the registration statement of which this
Prospectus is a part, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934 and
will file periodic reports and other information with the SEC.
We do not intend to furnish our stockholders with annual reports
containing audited financial statements.
<PAGE 55>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
<PAGE 56>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Page(s)
Independent Auditors' Report 58 - 59
Balance Sheet 60 - 61
Statements of Operations 62 - 63
Statement of Changes in Stockholders' Deficiency 64 - 66
Statements of Cash Flows 67 - 68
Notes to Financial Statements 69 - 77
<PAGE 57>
Independent Auditors' Report
To the Board of Directors of:
Ewebcentral.net, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Ewebcentral.net,
Inc. (a development stage company) as of September 30, 2003 and the
related statements of operations, changes in stockholders'
deficiency and cash flows for the year ended September 30, 2003 and
2002, and the period from April 2, 2001 (inception) to September 30,
2003. 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 audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audits 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 audits 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
Ewebcentral.net, Inc. (a development stage company) as of September
30, 2003, and the results of its operations and its cash flows for
the year ended September 30, 2003 and 2002 and the period from April
2, 2001 (inception) to September 30, 2003, in conformity with
accounting principles generally accepted in the United States of
America.
<PAGE 58>
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 8 to the financial statements, the Company had a net loss of
$65,193 and cash used in operations of $14, 167 for the year ended
September 30,2003, a deficit accumulated during development stage of
$189,734, and a working capital deficiency and stockholders'
deficiency of $156,459 at September 30, 2003, and its status as a
development stage company with no revenues raise substantial doubt
about its ability to continue as a going concern. Management's Plan
in regards to these matters is described in Note 8. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
December 15, 2003
<PAGE 59>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
Assets
ASSETS
Cash $53
------------
TOTAL CURRENT ASSETS $53
============
Liabilities and Stockholders' Deficiency
LIABILITIES
Accounts payable $7,372
Accounts payable - related party 49,885
Accrued interest payable 18,505
Loan payable - related party 750
Loan Payable - other 5,000
Notes payable 75,000
<PAGE 60>
TOTAL CURRENT LIABILITIES 156,512
------------
Stockholders' Deficiency
Preferred stock, $0.0001 par value, 20,000,000
shares authorized, none issued and outstanding -
Common stock, $0.0001 par value, 80,000,000
shares authorized, 1,000,000 shares issued and
outstanding 100
Additional paid-in capital 33,175
Deficit accumulated during development stage (189,734)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (156,459)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $53
============
See accompanying notes to financial statements.
<PAGE 61>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Year Ended Year Ended From April
September September 2, 2001
30, 2003 30, 2002 (Inception
of
Development
stage) to
September
30, 2003
TOTAL REVENUES $- $- $-
========== ========== ==========
OPERATING EXPENSES
Consulting $31,667 $50,000 $106,667
Professional Fees - 377 377
Bank Fees - - 30
Rent - - 800
Costs of postponed offering 23,120 40,236 63,355
---------- ---------- ----------
TOTAL OPERATING EXPENSES 54,787 90,613 171,229
---------- ---------- ----------
Loss from Operations (54,787) (90,613) (171,229)
---------- ---------- ----------
<PAGE 62>
OTHER EXPENSE
Interest Expense (10,406) (7,107) (18,505)
---------- ---------- ----------
NET LOSS ($65,193) ($97,720) ($189,734)
========== ========== ==========
Net Loss Per Share - Basic ($0.07) ($0.10) ($0.19)
and Diluted
========== ========== ==========
Weighted average number of
shares outstanding during 1,000,000 1,000,000 1,000,000
the period - basic and
diluted
========== ========== ==========
See accompanying notes to financial statements.
<PAGE 63>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM APRIL 2, 2001 (INCEPTION) TO
SEPTEMBER 30,2003
Common Common Additional Deficit Total
Stock Stock Paid-in Accumulated Subscript-ions
Capital During Receivable
Shares Amount Development
Stage
Common stock 1,000,000 $100 - - ($100) -
issued to
founders
Accounting - - 725 - - 725
expense paid by
President
<PAGE 64>
Rent contributed - - 800 - - 800
Net loss from
April 2, 2001
(inception) to - - - (26,821) - (26,821)
September 30,
2001
--------- --------- --------- --------- --------- ---------
Balance,
September 30, 1,000,000 100 1,525 (26,821) (100) (25,296)
2001
Payment on - - - - 100 100
Subscription
Contributed
capital, related - - 7,600 - - 7,600
party
Net Loss, 2002 - - - (97,720) - (97,720)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE,
SEPTEMBER 30, 1,000,000 100 9,125 (124,541) - (115,316)
2002
========= ========= ========= ========= ========= =========
<PAGE 65>
Contributed
capital, related - - 6,550 - - 6,550
party
Contributed - - 17,500 - - 17,500
Capital
Net Loss, 2003 - - - (65,193) - (65,193)
-------- -------- -------- -------- -------- --------
BALANCE,
SEPTEMBER 30, 1,000,000 100 33,175 (189,734) - (156,459)
2003
========= ========= ========= ========= ========= =========
See accompanying notes to financial statements.
<PAGE 66>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Year Ended Year Ended From April
September September 2, 2001
30, 2003 30, 2002 (inception)
to
September
30,2003
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(65,193) $(97,720) ($189,734)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Accounting expenses paid - - 725
by President
Rent contributed - - 800
Contributed Services 17,500 - 17,500
Changes in operating
assets and liabilities:
Increase (decrease) in:
Prepaids 1,922 (1,922) -
Accounts payable 7,372 - 7,372
Accounts payable - 13,826 4,500 49,885
related party
Accrued interest payable 10,406 7,107 18,505
<PAGE 67>
---------- ---------- ----------
NET CASH USED IN (14,167) (88,035) (94,947)
OPERATING ACTIVITIES:
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Contributed Capital - 6,550 7,600 14,150
officer
Deferred Offering Costs - 32,285 -
Proceeds from notes 5,000 45,000 80,000
payable
Proceeds from stock - 100 100
subscriptions
Proceeds from loan - 750 750
payable, related party
---------- ---------- ----------
NET CASH PROVIDED BY 11,550 85,735 95,000
FINANCING ACTIVITIES:
---------- ---------- ----------
Net increase (decrease) $(2,617) $(2,300) $53
in cash
<PAGE 68>
CASH AND CASH
EQUIVALENTS AT BEGINNING 2,670 4,970 -
OF YEAR:
----------- ---------- -----------
CASH AT END OF YEAR: $53 $2,670 $53
=========== ========== ==========
See accompanying notes to financial statements.
<PAGE 68>
EWEBCENTRAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,2003
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
(A) ORGANIZATION AND NATURE OF BUSINESS
Ewebcentral.net, Inc. (a development stage company) (the "Company")
was incorporated in Florida on April 2, 2001, and has elected a
fiscal year end of September 30. The Company plans to design,
implement, and maintain an online employer/employee information
service network. Activities during the development stage include
developing the corporate infrastructure and business plan and
raising capital.
(B) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
(C) CASH AND CASH EQUIVALENTS
For purposes of the cash flow statement, the Company considers all
highly liquid investments with maturities of three months or less at
the time of purchase to be cash equivalents.
(D) CONCENTRATION OF CREDIT RISK
The Company maintains its cash in bank deposit accounts, which, at
times, may exceed federally insured limits. At September 30, 2003,
the Company did not have any deposits in excess of federally insured
limits. The Company has not experienced any losses in such accounts
through September 30, 2003.
<PAGE 69>
(E) INCOME TAXES
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period, which includes the
enactment date.
(F) NET LOSS PER COMMON SHARE
Basic net income per common share (Basic EPS) excludes dilution and
is computed by dividing net loss available to common stockholder by
the weighted-average number of common shares outstanding for the
period. Diluted net loss per share (Diluted EPS) reflects the
potential dilution that could occur if stock options or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the Company. At September 30, 2003, there
were no common stock equivalents outstanding, which may dilute
future earnings per share.
(G) FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments
for which it is practicable to estimate that value. For purposes of
this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or
liquidation.
The carrying amounts of the Company's short-term financial
instruments, including accounts payable, accrued interest payable,
loan payable - related party, loan payable - other and
<PAGE 70>
notes
payable, approximate fair value due to the relatively short period
to maturity for these instruments.
(H) NEW ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 149, Amendment of Statement
133 on Derivative Instruments and Hedging Activities "SFAS 149")
which provides for certain changes in the accounting treatment of
derivative contracts. SFAS 149 is effective for contracts entered
into or modified after June 30, 2003, except for certain provisions
that relate to SFAS No. 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003,
which should continue to be applied in accordance with their
respective effective dates. The guidance should be applied
prospectively. The adoption of SFAS 149 did not have a material
impact on the Company's financial position, results of operations or
liquidity.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity ("SFAS 150"). This new statement changes the accounting for
certain financial instruments that, under previous guidance, issuers
could account for as equity. It requires that those instruments be
classified as liabilities in balance sheets. Most of the guidance in
SFAS 150 is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on the
Company's financial position, results of operations or liquidity.
In November 2002, the FASB issued FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires that a liability be recorded in the guarantor's
balance sheet upon issuance of a guarantee. In addition, FIN 45
requires disclosures about the guarantees that an entity has issued,
including a reconciliation of changes in the entity's product
warranty liabilities. The initial recognition and initial
measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year-end. The disclosure
requirements of FIN 45 are effective for financial statements of
interim or annual periods
<PAGE 71>
ending after December 15, 2002. The
adoption of FIN 45 did not have a material impact on the Company's
financial position, results of operations, or liquidity.
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"), which
represents an interpretation of Accounting Research Bulletin No. 51
("ARB 51"), Consolidated Financial Statements. ARB 51 requires that
a Company's consolidated financial statements include subsidiaries
in which the Company has a controlling financial interest. That
requirement usually has been applied to subsidiaries in which the
Company has a majority voting interest. However, the voting
interest approach is not effective in identifying controlling
financial interests in entities (referred to as " variable interest
entities") that are not controllable through voting interests or in
which the equity investors do not bear the residual economic risks.
FIN 46 provides guidance on identifying variable interest entities
and on assessing whether a Company's investment in a variable
interest entity requires consolidation thereof. FIN 46 is effective
immediately for investments made in variable interest entities after
January 31, 2003 and it is effective in the first fiscal year or
interim period beginning after June 15, 2003 for investments in
variable interest entities made prior to February 1, 2003. The
adoption of FIN 46 did not have a material impact on the Company's
financial position, results of operations, or liquidity.
(I) RECLASSIFICATIONS
Certain amounts in the September 30, 2002 financial statements have
been reclassified to conform to the September 30, 2003 presentation.
NOTE 2 ACCOUNTS PAYABLE AND OFFERING COSTS
The Company capitalizes direct costs of its offering as incurred and
charges the cost to additional paid-in capital upon completion of
its offering. Direct costs include primarily legal, accounting, and
audit fees through and since September 30, 2003, no funds have been
raised under the Company's most recent Form SB-2 offering. At
September 30, 2003, the Company has recorded accounts payable of
$57,257 related to the costs of the postponed offering.
Accordingly, the Company has charged $23,120 and $40,236 to
operations for the years ended September 30, 2003
<PAGE 72>
and 2002,
respectively, related to costs of the postponed offering pursuant to
the Securities and Exchange Commission's Staff Accounting Bulletin
Topic 5A "Expenses of Offering."
See Note 6 for related party accounts payable.
NOTE 3 NOTES PAYABLE AND ACCRUED INTEREST
The Company has executed fifteen unsecured promissory notes with one
lender, Longview Partners Group, Inc., ("Longview") for $5,000 each
at pril 19, 2001, May 21, 2001, June 13, 2001, July 20, 2001, August
22, 2001, September 29, 2001, November 14, 2001, December 18, 2001,
January 23, 2002, March 1, 2002, April 15, 2002, May 16, 2002, July
5, 2002, August 7, 2002, and November 18, 2002. Each note has a
term of two years unless demand is made one year from date of
issuance. At the time of demand, all unpaid principal and interest
shall become due and payable. Accordingly, the notes are considered
current liabilities at September 30, 2003. The notes bear interest
at 14% with a default penalty within 5 days of the due date of 5% of
the amount due. During the year ended September 30, 2003, there
were no repayments or demands for repayment. The total outstanding
principal was $75,000 and the related accrued interest was $18,505
at September 30, 2003. During the year ended September 30, 2003,
certain notes payable and related accrued interest payable became
due. The Company has arranged with the lender for an extension.
These notes have all been extended for a period of one year from
their original maturity dates. There are no notes in default at
September 30, 2003.
At September 30, 2003, all borrowing from Longview represents a
concentration of debt financing approximating 93%.
NOTE 4 COMMITMENTS CORPORATE CONSULTING AGREEMENT
The Company entered into an automatic renewable one-year consulting
agreement effective April 3, 2001 whereby the consultant will
provide corporate development services for cash compensation of
$50,000 per year payable in 24 equal bi-weekly installments. During
fiscal 2002 and 2001, the Company incurred and paid $50,000 and
$25,000, respectively, to the consultant for services rendered.
Effective November 1, 2002, ("November agreement") the Company
changed the terms of its existing corporate consulting agreement.
Under the new terms of the
<PAGE 73>
agreement, the consultant would be paid
at the rate of $2,500 per month, and the agreement will continue on
a month-to-month basis.
On March 1, 2003, the Company modified the terms of the November
agreement. Effective March 1, 2003, the consultant will continue to
provide services to the Company, however, such services are deemed
to be contributed and a corresponding credit of $2,500 will be
reflected as additional paid-in capital. The terms of the latest
modification are effective and will terminate on March 31, 2004.
The Company has reserved the right to extend the consulting
agreement past its scheduled termination.
During the year ended September 30, 2003, the Company incurred fees
of $31,667 and $50,000, respectively, to the consultant for services
rendered. The Company paid the consultant $14,167 and $50,000 for
the years ended September 30, 2003 and 2002, respectively. During
the years ended September 30, 2003 and 2002, the Company charged
$17,500 and $0, respectively to additional paid in capital for
contributed services. (See Note 5)
NOTE 5 STOCKHOLDERS' DEFICIENCY
The Company issued 1,000,000 common shares to its founders for
$0.0001 per share at inception. The $100 fair value was recorded as
a subscription receivable at September 30, 2001. The subscription
was paid in full in December 2001. (See Note 6)
During the fiscal years ended September 30, 2003, 2002 and 2001, the
President paid $6,550, $7,600 and $725, respectively, in corporate
expenses, which was treated as contributed capital. (See Note 6)
In fiscal 2001, an affiliate contributed the use of the office space
valued at $800, which was treated as contributed capital. (See Note 6)
During the fiscal years ended September 30, 2003 and 2002, a
consultant contributed services valued as $17,500 and $0,
respectively which was treated as contributed capital. (See Note 4)
<PAGE 74>
NOTE 6 RELATED PARTY TRANSACTIONS
The Company issued 1,000,000 common shares to its founders for
$0.0001 per share at inception having a fair value of $100. (See
Note 5)
In fiscal 2001, an affiliate contributed the use of the office space
valued at $800. (See Note 6)
During the fiscal years ended September 30, 2003, 2002 and 2001, the
President paid $6,550, $7,600 and $725 in corporate expenses,
respectively, which was treated as contributed capital. (See Note 5)
During the fiscal years ended September 30, 2003 and 2002, the
Company incurred $13,826 and $4,500, respectively, for legal fees
incurred and owed to a related party. As of September 30, 2003 and
2002, the Company owed $49,885 and $36,059, respectively to this
related party. These amounts are classified on the balance sheet as
accounts payable related party.
During the year ended September 30, 2003, the Company's president
loaned $750 for working capital to the Company. The loan was non
interest bearing, unsecured and due on demand.
NOTE 7 INCOME TAXES
There was no income tax expense for the periods ended September 30,
2003 and 2002 due to the Company's net losses.
The Company's tax expense (benefit) differs from the "expected" tax
expense (benefit) for the periods ended September 30, 2003 and 2002
(computed by applying the Federal Corporate tax rate of 34% to loss
before taxes), as follows:
2003 2002
Computed "expected" tax expense $(22,166) $(33,325)
(benefit)
Change in valuation allowance $22,166 33,325
---------- ----------
<PAGE 75>
$- $-
========== ==========
The effects of temporary differences that gave rise to significant
portions of deferred tax assets and liabilities at September 30,
2003 and 2002 are as follows:
Deferred Tax Assets: 2003 2002
Net operating loss carryforward $(64,510) $(42,344)
--------- ---------
Total gross deferred tax assets 64,510 42,344
Less valuation allowance (64,510) (42,344)
--------- ---------
Net deferred tax assets $- $-
========== ==========
The Company has a net operating loss carryforward of approximately
$189,734 available to offset future taxable income through 2023.
The valuation allowance at September 30, 2002 was $42,344. The net
change in valuation allowance during the year ended September 30,
2003 was an increase of $22,166
NOTE 8 GOING CONCERN
As reflected in the accompanying financial statements, the Company
has operating losses of $65,193 and cash used in operations of
$14,167 for the year ended September 30, 2003, a deficit accumulated
during development stage of $189,734, and a working capital
deficiency and stockholders' deficiency of $156,459 at September 30,
2003, and is a development stage company with no revenues. The
ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan,
raise capital, and generate revenues. The financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
<PAGE 76>
The Company is planning an offering to raise up to $1,000,000 at
$1.00 per share to provide the resources to implement its business
plan. Management believes that the actions presently being taken to
raise capital, implement its business plan, and generate revenues
provide the opportunity for the Company to continue as a going concern.
<PAGE 77>
Ewebcentral.Net, Inc.
(A Development Stage Company)
(Unauditied)
Financial Statements
December 31, 2003
<PAGE 78>
Ewebcentral.net, Inc.
(A Development Stage Company)
Contents
Page(s)
Balance Sheet 80 - 81
Statements of Operations 82 - 83
Statements of Cash Flows 84 - 86
Notes to Financial Statements 87 - 92
<PAGE 79>
Ewebcentral.Net, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 2003
(Unaudited)
Assets
Assets
Cash $28
------------
Total Current Assets $28
============
Liabilities and Stockholders' Deficiency
Current Liabilities
Accounts payable $2,372
Accounts payable - related party 54,923
Accrued interest payable 21,152
Loan payable - related party 750
Loan Payable - other 10,000
Notes payable 75,000
------------
Total Current Liabilities 164,197
------------
Stockholders' Deficiency
<PAGE 80>
Preferred stock, $0.0001 par value, 20,000,000 -
shares authorized, none issued and outstanding
Common stock, $0.0001 par value, 80,000,000 100
shares authorized, 1,000,000 shares issued and
outstanding
Additional paid-in capital 40,675
Deficit accumulated during development stage (204,944)
------------
Total Stockholders' Deficiency (164,169)
------------
Total Liabilities and Stockholders' Deficiency $28
============
See accompanying notes to financial statements.
<PAGE 81>
Ewebcentral.Net, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three Months From April 2,
Ended 2001
December 31, (Inception of
2003 Development
2002 Stage) to
December 31,
2003
Total Revenues $- $- $-
---------- ---------- ----------
Operating Expenses
Consulting $7,500 $9,167 $114,167
Professional Fees - - 377
Bank fees 25 - 55
Rent - - 800
Costs of postponed 5,038 6,901 68,394
offering
---------- ---------- ----------
Total Operating 12,563 16,068 183,793
Expenses
---------- ---------- ----------
Loss From (12,563) (16,068) (183,793)
Operations
---------- ---------- ----------
Other Expense
<PAGE 82>
Interest expense (2,647) (2,553) (21,151)
---------- ---------- ----------
Total Other Expense (2,647) (2,553) (21,151)
---------- ---------- ----------
Net Loss ($15,210) ($18,621) ($204,944)
========== ========== ==========
Net loss per share ($0.02) ($0.02) ($0.20)
- - basic and diluted
========== ========== ==========
Weighted average 1,000,000 1,000,000 1,000,000
number of shares
outstanding during
the period - basic
and diluted
========== ========== ==========
See accompanying notes to financial statements.
<PAGE 83>
Ewebcentral.Net, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Three Months Ended From April 2,
2001 (inception)
December to December 31,
31, 2003
20032002
---------- ---------- ----------
Cash Flows from
Operating Activities:
Net loss $(15,210) $(18,621) $(204,944)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Accounting expense - - 725
paid by President
Rent contributed - - 800
Contributed Services 7,500 - 25,000
Changes in operating
assets and liabilities:
Increase (decrease) in:
Prepaids - 1,605 -
Accounts payable - 5,296 2,372
Accounts payable -
related party 5,038 - 54,923
<PAGE 84>
Accrued interest 2,647 2,553 21,152
payable
---------- ---------- ----------
Net Cash Used in (25) (9,167) (99,972)
Operating Activities:
---------- ---------- ----------
Cash Flows from
Financing Activities:
Contributed capital - - 1,550 14,150
related party
Proceeds from note - 5,000 75,000
payable
Proceeds from stock - - 100
subscriptions
Proceeds from loan - - 10,000
payable - other
Proceeds from loan
payable - related party - - 750
---------- ---------- ----------
Net Cash Provided by - 6,550 100,000
Financing Activities:
---------- ---------- ----------
Net Increase $(25) $(2,617) $28
(Decrease) in Cash
Cash and cash
equivalents at 53 2,670 -
Beginning of Period:
---------- ---------- ----------
Cash at End of Period: $28 53 $28
========== ========== ==========
<PAGE 85>
Supplemental
disclosure of non-cash
investing and
financing activities
Payment of accounts
payable in exchange $5,000 - $5,000
for a loan payable
========== ========== ==========
See accompanying notes to financial statements.
<PAGE 86>
Ewebcentral.Net, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United
States Securities and Exchange Commission for interim financial
information. Accordingly, they do not include all the information
and footnotes necessary for a comprehensive presentation of
financial position and results of operations.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statement presentation. The
results for the interim period are not necessarily indicative of the
results to be expected for the year.
Activities during the development stage include developing corporate
infrastructure and business plan and raising capital.
For further information, refer to the audited financial statements
and footnotes from April 2, 2001 (inception) to September 30, 2003
included in the Company's Form SB-2, as amended.
Note 2 Recent Accounting Pronouncements
In May 2003, the FASB issued SFAS No. 149, Amendment of Statement
133 on Derivative Instruments and Hedging Activities ("SFAS 149")
which provides for certain changes in the accounting treatment of
derivative contracts. SFAS 149 is effective for contracts entered
into or modified after December 31, 2003, except for certain
provisions that relate to SFAS No. 133 Implementation Issues that
<PAGE 87>
have been effective for fiscal quarters that began prior to June 15,
2003, which should continue to be applied in accordance with their
respective effective dates. The guidance should be applied
prospectively. The adoption of SFAS 149 is not expected to have a
material impact on the Company's financial position, results of
operations or liquidity.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity ("SFAS 150"). This new statement changes the accounting for
certain financial instruments that, under previous guidance, issuers
could account for as equity. It requires that those instruments be
classified as liabilities in balance sheets. Most of the guidance in
SFAS 150 is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
The adoption of SFAS 150 is not expected to have a material impact
on the Company's financial position, results of operations or
liquidity.
In November 2002, the FASB issued FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires that a liability be recorded in the guarantor's
balance sheet upon issuance of a guarantee. In addition, FIN 45
requires disclosures about the guarantees that an entity has issued,
including a reconciliation of changes in the entity's product
warranty liabilities. The initial recognition and initial
measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year-end. The disclosure
requirements of FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. The
adoption of FIN 45 is not expected to have a material impact on the
Company's financial position, results of operations, or liquidity.
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"), which
represents an interpretation of Accounting Research Bulletin No. 51
("ARB 51"), Consolidated Financial Statements. ARB 51 requires that
a Company's consolidated financial statements include
<PAGE 88>
subsidiaries
in which the Company has a controlling financial interest. That
requirement usually has been applied to subsidiaries in which the
Company has a majority voting interest. However, the voting
interest approach is not effective in identifying controlling
financial interests in entities (referred to as "variable interest
entities") that are not controllable through voting interests or in
which the equity investors do not bear the residual economic risks.
FIN 46 provides guidance on identifying variable interest entities
and on assessing whether a Company's investment in a variable
interest entity requires consolidation thereof. FIN 46 is effective
immediately for investments made in variable interest entities after
January 31, 2003 and it is effective in the first fiscal year or
interim period beginning after June 15, 2003 for investments in
variable interest entities made prior to February 1, 2003. The
adoption of FIN 46 is not expected to have a material impact on the
Company's financial position, results of operations, or liquidity.
Note 3 Accounts Payable, Loans Payable and Offering Costs
(A) Accounts Payable and Offering Costs
The Company capitalizes direct costs of its offering as incurred and
charges the cost to additional paid-in capital upon completion of
its offering. Direct costs include primarily legal, accounting, and
audit fees. Since September 30, 2003, no funds had been raised
under the Company's most recent Form SB-2 offering. At December 31,
2003, the Company has recorded accounts payable of $57,295 related
to costs of the postponed offering. Of this total, $2,372 is for
accounting fees (See Note 3(B))and $54,923 is for legal fees.
Accordingly, the Company has charged $5,038 to operations (See Note
7) for the three months ended December 31, 2003, related to costs of
the postponed offering pursuant to the Securities and Exchange
Commission's Staff Accounting Bulletin Topic 5A "Expenses of
Offering."
(B) Loans Payable - other
During the three months ended December 31, 2003, an unrelated third
party paid $5,000 in previously accrued accounts payable for
accounting fees (See Note 3(A)). The $5,000 was treated as a loan
that was non-interest bearing, unsecured and due on demand. Total
loans payable - other at December 31, 2003 was $10,000.
<PAGE 89>
Note 4 Notes Payable and Accrued Interest
The Company has executed fifteen unsecured promissory notes with one
lender, Longview Partners Group, Inc., for $5,000 each at April 19,
2001, May 21, 2001, June 13, 2001, July 20, 2001, August 22, 2001,
September 29, 2001, November 14, 2001, December 18, 2001, January
23, 2002, March 1, 2002, April 15, 2002, May 16, 2002, July 5, 2002,
August 7, 2002, and November 18, 2002. Each note has a term of two
years unless demand is made one year from date of issuance. At the
time of demand, all unpaid principal and interest shall become due
and payable. Accordingly, the notes are considered current
liabilities at December 31, 2003. The notes bear interest at 14%
with a default penalty within 5 days of the due date of 5% of the
amount due. During the three months ended December 31, 2003, there
were no repayments or demands for repayment. The total outstanding
principal was $75,000 and the related accrued interest was $21,152
at December 31, 2003. During the three months ended December 31,
2003, the November and December 2001 notes and related accrued
interest became due. The Company has arranged with the lender for
an extension. These notes have all been extended for a period of
one year from their original maturity dates.
Note 5 Commitments Corporate Consulting Agreement
The Company entered into an automatic renewable one-year consulting
agreement effective April 3, 2001 whereby the consultant will
provide corporate development services for cash compensation of
$50,000 per year payable in 24 equal bi-weekly installments. During
fiscal 2002 and 2001, the Company incurred and paid $50,000 and
$25,000, respectively, to the consultant for services rendered.
Effective November 1, 2002, ("November Agreement") the Company
changed the terms of its existing corporate consulting agreement.
Under the new terms of the agreement, the consultant would be paid
at the rate of $2,500 per month, and the agreement will continue on
a month-to-month basis.
On March 1, 2003, the Company modified the terms of the November
agreement. Effective March 1, 2003, the consultant will continue to
provide services to the Company, however, such services are
<PAGE 90>
deemed
to be contributed and a corresponding credit of $2,500 will be
reflected as additional paid-in capital. On September 1, 2003, the
terms of the latest modification became effective and will terminate
on March 31, 2004. The Company has reserved the right to extend the
consulting agreement past its scheduled termination.
During the three months ended December 31, 2003, the Company
incurred fees of $7,500 to the consultant for services rendered
pursuant to the terms of the Consulting Agreement. During the three
months ended December 31, 2003, the Company charged $7,500 to
operations as consulting fees and a corresponding credit to
additional paid in capital for these contributed services. (See
Note 6)
Note 6 Stockholders' Deficiency
The Company issued 1,000,000 common shares to its founders for
$0.0001 per share at inception. The $100 fair value was recorded as
a subscription receivable at September 30, 2001. The subscription
was paid in full in December 2001. (See Note 7)
In fiscal 2002 and 2001, the President paid $7,600 and $725,
respectively, in corporate expenses, which was treated as
contributed capital. (See Note 7)
In fiscal 2001, an affiliate contributed the use of the office space
valued at $800, which was treated as contributed capital. (See Note 7)
During the three months ended December 31, 2003, a consultant
contributed services valued at $7,500, which was treated as
contributed capital. (See Note 5)
Note 7 Related Party Transactions
The Company issued 1,000,000 common shares to its founders for
$0.0001 per share at inception having a fair value of $100. (See
Note 6)
<PAGE 91>
In fiscal 2002 and 2001, the President paid $7,600 and $725,
respectively, in corporate expenses. (See Note 6)
In fiscal 2001, an affiliate contributed the use of the office space
valued at $800. (See Note 6)
During the three months ended December 31, 2003, the Company
incurred fees totaling $5,038 to a related party for legal fees (See
Note 3(A)).
Note 8 Going Concern
As reflected in the accompanying financial statements, the Company
has a net loss of $15,210 and net cash used in operations of $25 for
the three months ended December 31, 2003, a deficit accumulated
during development stage of $204,944, and a working capital
deficiency and stockholders' deficiency of $164,169 at December 31,
2003, and is a development stage company with no revenues. The
ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan,
raise capital, and generate revenues. The financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
The Company is planning an offering to raise up to $1,000,000 at
$1.00 per share to provide the resources to implement its business
plan. Management believes that the actions presently being taken to
raise capital, implement its business plan, and generate revenues
provide the opportunity for the Company to continue as a going concern.
Note 9 Reclassifications
Certain amounts in the December 31, 2002 financial statements have
been reclassified to conform to the December 31, 2003 presentation.
<PAGE 92>
No person has been authorized to give any information or to make any
representations in connection with this offering other than those
contained in this prospectus and, if given or made, such other
information and representations must not be relied upon as having
been authorized by Ewebcentral.net, Inc. Neither the delivery of
this prospectus nor any sale made will, under any circumstances,
create any implication that there has been no change in the affairs
of Ewebcentral.net, Inc. since the date of this prospectus or that
the information contained in this prospectus is correct as of any
time subsequent to its date. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities
other than the registered securities to which it relates. This
prospectus does not constitute an offer to sell or a solicitation of
an offer to buy such securities in any circumstances in which such
offer or solicitation is unlawful.
-----------------------
TABLE OF CONTENTS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . .18
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . .19
DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . .21
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . . . .22
<PAGE 93>
PROPOSED BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . .28
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . .48
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .49
DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . .49
SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . .51
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . .52
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . .53
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . .53
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .54
<PAGE 94>
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .55
------------------------
Until , 2004 (90 days after the date of this
prospectus), all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
EWEBCENTRAL.NET, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 2004
<PAGE 95>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid by the Registrant in connection with this
offering are as follows. All amounts other than the SEC registration
fee are estimates.
ITEM AMOUNT
SEC registration fee $239.00
Printing $1,000.00
Legal fees and expenses $45,000.00
Accounting and auditing fees and expenses $5,000.00
Blue sky fees and expenses $500.00
Transfer agent fees $1,000.00
Miscellaneous $261.00
TOTAL $53,000.00
ITEM 25. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant had agreed to indemnify its executive officers and
directors the fullest extent permitted by the Florida Business
Corporation Act. That Act permits the Registrant to indemnify any
person who is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by the Registrant or in its right) by reason of the fact that
the person is or was an officer or director or is or was serving our
request as a an officer or director. The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with the action,
<PAGE 96>
suit or proceeding, provided that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful. The Registrant
may indemnify officers and directors in an action by the Registrant
or in its right under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the Registrant.
Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the
Registrant must indemnify such person against the expenses which
such person actually and reasonably incurred. The foregoing
indemnification provisions are not exclusive of any other rights to
which an officer or director may be entitled under a our bylaws, by
agreement, vote, or otherwise.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
(a) In April of 2001, the Registrant issued 1,000,000 shares
of common stock to six individuals for an aggregate of $100.
(b) There were no principal underwriters.
(c) The aggregate consideration for the securities referred to
in subparagraph was $100.
(d) The Registrant claimed exemption from the registration
provisions of the Securities Act of 1933 with respect to
the securities pursuant to Section 4(2) thereof inasmuch
as no public offering was involved.
ITEM 27. EXHIBITS.
3.01 Articles of Incorporation.*
3.03 Bylaws.*
4.01 Form of Specimen Stock Certificate for the
Registrant's Common Stock.**
5.01 Opinion of Edward H. Gilbert, P.A. regarding legality
of securities being registered.**
<PAGE 97>
10.01 Consulting Agreement**
10.02 Amended Consulting Agreement***
10.03 Second Amended Consulting Agreement****
23.01 Consent of Edward H. Gilbert, P.A. (included in
Exhibit 5.01).
23.02 Consent of Salberg & Company, P.A.****
____________________
*Filed as part of the Registration Statement on Form SB-2
**Filed as part of Amendment 1 to Registration Statement on Form SB-2
***Filed as part of Amendment 4 to Registration Statement on Form SB-2
****Filed herewith
ITEM 28. UNDERTAKINGS.
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;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated
<PAGE 98>
maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, each
such post-effective amendment shall be treated 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) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE 99>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and
has authorized this registration statement to be signed on its
behalf by the undersigned, in the City of Boca Raton, State of
Florida, on the 18th day of March, 2004.
Ewebcentral.net., Inc.
/s/ Guy T. Lindley
---------------------------------
By: Guy T. Lindley, President and
principal executive officer
/s/ Guy T. Lindley
---------------------------------
By: Guy T. Lindley, principal
financial officer
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates stated.
Date: March 18, 2004 /s/ Guy T. Lindley
---------------------------------
By: Guy T. Lindley, principal
executive officer
<PAGE 100>
Date: March 18, 2004 /s/ Guy T. Lindley
---------------------------------
By: Guy T. Lindley, principal
accounting officer
Date: March 18, 2004 /s/ Guy T. Lindley
---------------------------------
By: Guy T. Lindley, sole director