INTERTECH GLOBAL.com, INC.
Filing Type: SB-2
Filing Date: March 31, 2000
-1-
Table of Contents
Created by Disclosure
Filing Sections
SB-2 Registration Statement.......................................................... 1
Prospectus - Cover Page.............................................................. 3
Table of Contents.................................................................... 4
Available Information................................................................ 4
The Company.......................................................................... 5
Risk Factors......................................................................... 8
Use of Proceeds...................................................................... 10
Dilution............................................................................. 10
Offering Price....................................................................... 13
Plan of Distribution................................................................. 13
Selling Security Holders............................................................. 14
Legal Proceedings.................................................................... 14
Directors & Executive Officers....................................................... 15
Description of Shares................................................................ 17
Options; Warrants and Various Rights................................................. 17
Warrant Contracts.................................................................... 17
Private Placements................................................................... 17
Total Issued Shares.................................................................. 17
Convertible Debentures............................................................... 17
Other Related Issues................................................................. 17
Description of Securities............................................................ 19
Common Stock......................................................................... 18
Issued Common Stock.................................................................. 18
Preferred Stock...................................................................... 21
Non Cumulative Voting................................................................ 21
Shares Eligible for Future Sale...................................................... 21
Transfer Agents and Registrar........................................................ 21
Reports to Security Holders.......................................................... 22
Payment Terms........................................................................ 22
Commissions and Idemnification....................................................... 22
Organization Within the Last 5 Years................................................. 23
Executive Compensation............................................................... 23
Experts.............................................................................. 23
Part II- Information Not Required in Prospectus...................................... 24
Exhibits Number 1 - Financial Statement.............................................. 24
Exhibit Number 2 - Legal Opinion..................................................... 27
Exhibit 3 - Use of Proceeds Table ................................................... 29
Exhibit 4 - Great Northern Group Inc.& Intertech Global Marketing Inc.: Use of Funds. 30
Exhibit 5 - Subscription for Common Shares........................................... 31
Signatures........................................................................... 32
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As filed with the Securities and Exchange Commission on March 31, 2000.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERTECH GLOBAL.com, INC.
(Exact name of registrant as specified in Charter)
Federal Identification Number 02-0508816
7 DAWSON STREET, P.O. Box 889
MILTON, NEW HAMPSHIRE
03851-0889
Phone: 1-888-372-0111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
William McNeir Richmond, LL.M. Chester M. Kearney
7 Dawson Street Certified Public Accountants
P.O. Box 889 2-1/2 North Street
Milton, New Hampshire Houlton, Maine
03851-0889 04730-0744
Phone: 1-888-495-9580 Phone: 1-207-532-4271
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFERING: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, AS DETERMINED BY THE
REGISTRANTS.
If this FORM is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this FORM is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If this FORM is a post-effective amendment filed pursuant to Rule 462 (d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434
check the following box. ( x )
CALCULATION OF REGISTRATION FEE
Title of each class Amount Proposed Proposed Amount
Of securities to be maximum maximum Registration
To be registered Registered offering price aggregate fee
(1) (4) Per unit (2)(3) offering price (3)(4)
- --------------------------------------------------------------------------------------------------
Common Shares 2,000,000 100% $10,000,000 $2640.00
- --------------------------------------------------------------------------------------------------
(1) In US dollars or the equivalent thereof in one or more foreign currencies
or currency units or composite currencies, including the European Currency
Unit.
(2) The proposed maximum initial offering price per unit will be determined,
from time to time, by the Registrants.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 6(b) of the Securities Act of 1933, and based on
2,000,000 common shares at a maximum aggregate offering price of $5.00 per
common share.
(4) Subject to Footnote (3), 2,000,000 common shares may be sold.
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 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.
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Information contained in the Prospectus is subject to completion or
amendment. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities law of any state.
The date of this Registration Statement is March 31, 2000
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or
amendment. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities law of any state.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 31, 2000.
PROSPECTUS
$10,000,000
Intertech Global.com, Inc.
Common Stock
Intertech Global.com, Inc. (the "Company") will offer 2,000,000 shares of
the Company's common stock, without par value ("Common Shares"). The Common
Shares will be offered at an aggregate initial offering price not to exceed US
$10,000,000 or the equivalent based on the applicable exchange rate at the time
of sale. The offering period is one year, 365 days. The company may extend or
close the offering period.
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THESE COMMON SHARES.
The Company may sell the 2,000,000 common shares to be offered through its
officers or directors as identified or by one or more underwriters, and may also
sell the Common Shares directly to other purchasers or through agents. See "Plan
of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
The initial costs of this offering are estimated at: SEC Registration Fees
- - $2640.00; Transfer Agent - $2000.00 (est); Cost of Printing - $500.00 (est);
Legal - $1000.00 (est); Accounting - $1000.00 (est) and Miscellaneous Fees &
Expenses - $930.00 (est); Total $8070.00
The date of this Prospectus is March 31, 2000.
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TABLE OF CONTENTS
Page
SB-2 Registration Statement ................................................................ 1
Prospectus - Cover Page .................................................................... 3
Table of Contents .......................................................................... 4
Available Information ...................................................................... 4
The Company ................................................................................ 5
Risk Factors ............................................................................... 10
Use of Proceeds ............................................................................ 10
Dilution ................................................................................... 10
Offering Price ............................................................................. 13
Plan of Distribution ....................................................................... 13
Selling Security Holders ................................................................... 14
Legal Proceedings .......................................................................... 14
Directors & Executive Officers ............................................................. 15
Description of Shares ...................................................................... 17
Options; Warrants and Various Rights ....................................................... 17
Warrant Contracts .......................................................................... 17
Private Placements ......................................................................... 17
Total Issued Shares ........................................................................ 17
Convertible Debentures ..................................................................... 17
Other Related Issues ....................................................................... 17
Description of Securities .................................................................. 18
Common Stock ............................................................................... 18
Issued Common Stock ........................................................................ 19
Preferred Stock ............................................................................ 21
Non Cumulative Voting ...................................................................... 21
Shares Eligible for Future Sale ............................................................ 21
Transfer Agents and Registrar .............................................................. 21
Reports to Security Holders ................................................................ 22
Payment Terms .............................................................................. 22
Commissions and Idemnification ............................................................. 22
Organization Within the Last 5 Years ....................................................... 23
Executive Compensation ..................................................................... 23
Experts .................................................................................... 23
Part II- Information Not Required in Prospectus ............................................ 24
Exhibits Number 1 - Financial Statement .................................................... 24
Exhibit Number 2 - Legal Opinion ........................................................... 27
Exhibit 3 - Use of Proceeds Table .......................................................... 29
Exhibit 4 - Great Northern Group Inc. & Intertech Global Marketing Inc.: Use of Funds ...... 30
Exhibit 5 - Subscription for Common Shares ................................................. 31
Signatures ................................................................................. 32
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AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on FORM
SB-2 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Common Shares covered by this Prospectus. This
Prospectus, which forms part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the Rules and Regulations of the
Commission. For further information with respect to the Company, and the common
shares, reference is made to the Registration Statement including the exhibits
filed with it. The Registration Statement and its exhibits can be obtained by
mail from or inspected and copied at the public reference facilities of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as at the following Regional Offices: World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Commission by mail at prescribed rates. Requests should be directed to
the Commission's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, NW Washington D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information.
All documents subsequently filed by the Company under Section 13(a), 13(c),
14, or 15(d) of the Exchange Act prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated in this Prospectus
as of the date of filing. Any statement contained in a document filed after this
Prospectus, not consistent with the Prospectus, will not be considered part of
the Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered on written request a copy of the documents that are
incorporated by Reference. Requests should be directed to the Secretary,
Intertech Global.com, Inc. 7 Dawson Street, P.O. Box 889, Milton, New
Hampshire, 03851-0889, Phone 1-888-372-0111.
THE COMPANY
Intertech Global.com, Inc. is a New Hampshire corporation. It has a plan to
grow through the acquisition of operating corporations. Intertech is committed
to the creation of a fully integrated holding company. It has identified two
existing corporations, which are in the development stage but present
opportunities without incurring an adverse debt load. The acquisition agenda for
Intertech will be based on careful analysis, a review of the performance history
of the entity, a projected profitability consideration and location relevant to
markets and services. These considerations will be broken down as follows:
(1) Sector Analysis: (a) Internet, e-commerce & multimedia concerns;
---------------- (b) resource based concerns;
(c) tourism, recreational property development.
(2) Performance History (a) current sales volume review;
Criteria: (b) potential sales volume;
------------------- (c) cost to operate and reduction potential;
(d) margins and potential for increase.
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(3) Projected Profitability: (a) Review of current management;
------------------------ (b) facilities inspector and upgrade requirements;
(c) market analysis;
(d) minimum return on investment requirements
- 20% - 25%;
(e) double sales volume within 2 years of
acquisition.
(4) Locations: (a) access to markets
---------- (b) access to labor ad support services.
Company management believes that long term growth and share value
enhancement can be developed through a combination of high technology
enterprises such as e-commerce and world wide web based activities with
traditional resource development based initiatives. A key to this success will
be the identification of companies that meet the stated criteria, present little
if any debt burden and are viewed as under performing.
Upon receipt of the minimum offering amount of $250,000, the Company will
complete the acquisition of Great Northern Group Inc and Intertech Global
Marketing Inc. These companies represent opportunities within the target sectors
and are not burdened with an excessive debt. These acquisitions will be
completed not later than twelve months of this registration.
The companies scheduled for acquisition present the following brief
summary:
(1) Great Northern Group Inc. (GNG)
-------------------------------
GNG is a state of Maine Corporation and a Province of New Brunswick,
Canada corporation. It owns absolutely 388 Placer Gold Mining claims on the
Matson Creek, Yukon Territory, Canada. The Matson Creek is a proven gold
producing area. The GNG holdings represent over 30 miles of claims for
development. GNG has received water permits from the Yukon Territorial
Government and is positioned to begin operations in the spring, 2000. The
company requires funding for purchase of equipment and for working capital.
GNG has expert management with over 25 years experience in Yukon placer
mining. See Schedule 4 for details of funding requirements.
(2) Intertech Global Marketing Inc (IGM)
------------------------------------
IGM is a high technology corporation which has created and manages a
number of e-commerce sites on the world wide web. This company owns and
operates an e-commerce mall on the internet under the name ShopIGM. The
company operates the following e-commerce sites: www.shopigm.com;
www.intertechglobal.com; www.clearancecentre.com;
www.themobilehomestore.com; www.mobile-home-store.com; www.minihomes.com;
www.equipmentresell.com; www.landadz.com; www.chat-spot.com; IGM has the
following e-commerce sites under development: www.action-barn.com;
www.clearance-centre.com; www.lumberwarehouse.com and www.2x4source.com.
Each of these sites offers fully secured commerce transactions and are
linked.
IGM operates the e-commerce sites from a fully integrated computer system
supported by a state of the art server. The sites are highly placed on the
search engines, are easy to navigate and positioned to expand. IGM, on
acquisition, will utilize funding for working capital purposes which will
include expansion of existing computer hardware and software, research and
development, marketing and development, advertising and promotion, and site
development expensures. See Schedule 4 for details of funding requirements.
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Proprietary Information
The Company expects to use know-how, trade secrets, and other proprietary
information for the development and delivery of products across the Internet to
clients. The specific know-how concerns the legal, accounting, and business
management regarding the development of business strategies for start-up and
developmental companies is protected by confidentiality agreements,
non-disclosure agreements, and covenants-not-to-compete.
Facilities
The company offices consist of a 1500 square foot building located in
Doaktown N.B. Canada.
The company utilizes a network of inter connected computer servers,
database servers and accounting servers. The Company also utilizes eight
workstation computers tied into a local network for administrative support and
software programming.
The office lease is from year to year at the monthly rates of $500 (cdn).
The company also maintains a corporate head office in conjunction with company
lawyer William Richmond located at 7 Dawson Street, P.O. Box 889, Milton, New
Hampshire 0385-08891. The company may be reached in the US at 1-888-495-9580 and
in Canada at 1-888-372-0111.
The Offering Summary
The Company Intertech Global. com, Inc
Securities Offered by the Company 2,000,000 Common Shares
Preferred Shares* 20,000,000
Shares of Common Stock Authorized 200,000,000 Common Shares
Par Value Per Share - Common $0.001
Offering Price Per Share - Common $5.00
Shares of Common Stock Issued Prior
to the Offering 21,451,103
Shares of Common Stock Upon
Completion of Offering: 23,451,103
Assuming Minimum Sold 21,501,103 Common Shares
Assuming Maximum Sold 23,451,103 Common Shares
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Comparative Share Ownership upon Completion
Of Offering:
Assuming Minimum Sold:
Current Stockholders (21,451,103)
New Stockholders (250,000)
Assuming Maximum Sold:
Current Stockholders (21,451,103 Shares) 99.96%
New Stockholders (2,000,000 Shares) .04%
Gross Proceeds of the Offering:
Minimum $250,000
Maximum $10,000,000
*The corporation is also authorized to issue 10,000,000 class "A" preferred
9% cumulative divided non-convertible shares $5.00 par value each and 10,000,000
Class "B" Preferred 12% cumulative Divided Non-Convertible shares $5.00 par
value each. The company plan for distribution of the Class A or Class B
preferred shares will be developed after registration of this Registration
Statement.
RISK FACTORS:
Purchasers of the common shares being offered hereby should carefully read
this entire Prospectus and the Documents incorporated by reference. Purchasers
should consider the following stated risk factors as well as any additional risk
factors in any Prospectus Supplement delivered with this Prospectus.
(1) No Operating History: The company has been in a developmental period from
its inception in October 1997. The Company has a limited operating history
on which to base an evaluation of its business and prospects. The company's
prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly acquisition of operating companies in new and
rapidly growing markets such as online commerce.
(2) No Marketable Product: The likelihood of success of the company must be
considered in the light of the problems, expenses and delays encountered in
connection with the acquisition and integration of operating units. The
company is scheduled to acquire two existing operating companies however
there can be no assurance that its acquisition of these entities will
ultimately result in profits to the company.
(3) Arbitrary Offering Price: The $5.00 price per Common Share has no
relationship to the assets, book value, net worth or any other recognized
criteria of value of the company. The offering price per common share was
determined arbitrarily by management of the company. The offering price
should not be considered as an indication of the actual value of the
company.
-10-
(4) No Assurance of Market for Shares: There currently is no market for the
Common Shares. The company intends to attract a market maker who will
develop a market for the Common Shares. The Company gives no assurances
that it will be successful in its efforts to attract a market maker or
develop a public market as a result of this offering.
(5) Dilution: Investors participating in this Offering will experience dilution
as the company continues acquisition of operating units. Although all such
initiatives will require notice, it is anticipated the Company will utilize
a portion of treasury stock to effect the purchase of additional operating
units including Great Northern Group Inc. and Intertech Global Marketing
Inc.
(6) No Dividends and None Anticipated: The Company has not paid any dividends
on its capital stock since its inception. It does not contemplate or
anticipate paying any dividends in the foreseeable future. Investors who
anticipate an immediate return from their investments should refrain from
the purchase of these shares.
(7) Control Present Stockholders: Assuming the sale of all common shares
included in this offering, the shareholders existing prior to the sale
contemplated by this offering will continue to be able to elect all of the
company's directors, and appoint its officers.
(8) Broad Discretion of Application of Proceeds of Offering and the Use of
Funds: A substantial portion of the proceeds from this offering will be
used for general working capital. Management will have broad discretion as
to the use of such proceeds and management reserves the right to reallocate
all proceeds from this offering to working capital. See "Use of Proceeds",
Exhibit 3 and Exhibit 4.
(9) Risk of Low-price Stocks: The Common Shares could become subject to Rule
15g-9 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which imposes additional sales practice requirements on
broker-dealers which sell such securities to persons other than established
customers and "accredited investors" (generally, individuals with net worth
in excess of $1,000,000 or annual incomes exceeding $200,000 or $300,000
together with their spouses). For transactions covered by this rule, a
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. Consequently, the rule may adversely affect the
ability of broker-dealers to sell the Company's securities and may
adversely affect the ability of purchasers in the offering to sell any of
the securities acquired hereby in the secondary market.
Securities and Exchange Commission ("Commission") regulations define a
"penny stock" to be any non-NASDAQ equity security that has a market price
(as therein defined) of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any
transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required
to be made about commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities.
Finally, monthly statements are required to be sent disclosing recent price
information for the penny stock held in account and information on the
limited market in penny stocks.
The foregoing required penny stock restrictions will not apply to the
Company's securities if such securities include on the NASDAQ Small-Cap
Market and have certain price and volume information provided on a current
and continuing basis or
-11-
meet certain public float minimum net tangible assets and reserve criteria.
There can be no assurance that the Company's securities will qualify for
exemption from these restrictions.
In any event, even if the Company's securities were exempt from such
restrictions, it would remain subject to Section 15(b)(6) of the Exchange
Act, which gives the Commission the authority to prohibit any person that
is engaged in unlawful conduct while participating in a distribution of a
penny stock from associating with a broker-dealer or participating in a
distribution of a penny stock, if the Commission finds that such a
restriction would be in the public interest. If the Company's Securities
were subjected to the rules on penny stocks, the market liquidity for the
Company's securities could be adversely affected.
(10) Escrow of Inventors Funds: No commitment exists by anyone to purchase all
or any part of the common shares offered herein. Consequently there is no
assurance that the minimum number of common shares will be sold. In the
event the minimum number of the common shares are not sold within twelve
months from the commencement of the offering (or if less than 50,000 common
shares are sold,) or if the offering is not otherwise extended, the
offering will be withdrawn and the subscribers funds will be returned. The
Board of Directors may extend the period of the offering at any time during
the first twelve months.
(11) Purchase of Securities by Officers and Directors of the Company: Any or all
of the Company's officers, directors and principal shareholders may
purchase any portion of the securities offered hereby upon the same terms
and conditions as other investors in the Offering. The Company's officers,
directors and principal shareholders may purchase securities in the
Offering in order to meet the minimum subscription requirement, thereby
permitting the release of funds from escrow to the Company. There is no
limit on the number of shares that the Company's officers, directors and
principal shareholders may purchase in the Offering. See "Plan of
Distribution."
(13) In addition to the above risks, businessess are often subject to risks not
forseen or fully appreciated by management. In reviewing this disclosure
document potential investors should keep in mind other possible risks that
could be important.
-12-
USE OF PROCEEDS
Unless a Prospectus Supplement indicates otherwise, the net proceeds to be
received by the Company from the issue and sale of the Common Shares will be
added to the General Funds of the Company to be used to finance the Companys
operations, to acquire the two designated companies named above and for general
corporate purposes.
(a) The actual expenses will be reported to investors on a yearly basis
starting in 2000 and continuing thereafter.
Investors will have significant reliance upon the management to use the
proceeds in a manner that will maximize the growth of the company.
- -----------------------------------------------------------------------------------------
Minimum % 50% % Maximum %
- -----------------------------------------------------------------------------------------
Total Proceeds $250,000 100% $5,000,000 100% $10,000,000 100%
Less Offering Expenses
Legal and Accounting $ 5,000 2% $ 10,000 .4% $ 25,000 .5%
Printing Offering Circular $ 5,000 2% $ 15,000 .6% $ 18,000 .4%
Advertising for Offering $ 10,000 4% $ 25,000 1% $ 50,000 1%
Postage $ 5,000 2% $ 8,000 .3% $ 15,000 .3%
Filing Fees $ 2,640.00 2% $ 2,640.00 .2% $ 2,640.00 .1%
=========================================================================================
Net Proceeds from Offering $222,360 89% $4,939,360 98% $ 9,889,360 98%
- -----------------------------------------------------------------------------------------
The foregoing represents the Company's best estimates of its allocation of
the net proceeds of this Offering during the next 12 months given the respective
scenarios. This estimate is based upon the current status of the Company's
business operations, its current plans, and current economic and industry
conditions. Future events, including changes in economic or competitive
conditions or the Company's business, may cause the Company to modify the
above-described allocation of funds.
The companies stated use of proceeds from this offering of 2,000,000 common
shares is for the acquisition, funding and development of the two designated
companies, Great Northern Group Inc and Intertech Global Marketing Inc. Assuming
maximum results from the offering are received by the company, the proceeds will
be allocated, after expenses as follows:
(a) Great Northern Group Inc: 50% or $4,944,680 for acquisition, purchase of
equipment, development and field work, travel, operating costs, equipment
maintenance. See Appendix 3 and 4.
(b) Intertech Global Marketing Inc.: 50% or $4,944,680 for acquisition,
equipment and software, inventory, office, marketing promotion expenses.
See Appendix 3 and 4.
-13-
Dilution
The difference between the offering price per share of the Common Stock and
the pro forma net tangible book value per share of the Common Stock after this
Offering constitutes the dilution of investors in this Offering. Net tangible
book values per share is determined by dividing the net tangible book value of
the Company (total tangible assets less total liabilities) by the number of
outstanding shares of Common Stock. For purposes of this Offering Circular,
dilution has been calculated with respect to the minimum offering, 50% of the
offering and the maximum.
DILUTION (MINIMUM OFFERING)
The net tangible book value of the Company's Common Stock (fully diluted)
at April 30, 1999 was $21,451 or ($0.001) per share. After giving effect to the
receipt of the net proceeds from the sale of the Common Sock offered hereby,
assuming that the minimum offering is achieved (estimate to be $222,360.00 after
deduction for estimated offering expenses of $30,000), the pro forma net
tangible book value of the Company at April 30, 1999 would have been $243,811.00
on a fully diluted basis, or $.01 per share. This represents an immediate
increase in the net tangible book value of $.01 per share to current stock-
holders and an immediate dilution of $4.99 per share to new investors. The
following table illustrates this per share dilution:
Offering Price per Unit $5.00
Pro forma net tangible book value per share before the Offering $0.001
Increase per share attributable to new investors $0.01
Pro forma net tangible book value per share after the Offering $0.01
Dilution per share to investors $4.99
DILUTION (50% OFFERING)
The net tangible book value of the Company's Common Stock (fully dilutes)
at April 30, 1999 was $21,451.00 or ($0.001) per share. After giving effect to
the receipt of the net proceeds from the sale of the Common Stock offered
hereby, assuming 50% offering is achieved (estimates to be $4,940,000, after
deduction for estimated offering expenses of $59,500), the pro forma net
tangible book value of the Company at July 31, 1999 would have been $4,960,811
on a fully diluted basis, or $.22 per share. This represents an immediate
increase in the net tangible book value of $.22 per share to current stock-
holders and an immediate dilution of $4.78 per share to new investors. The
following table illustrates this per share dilution:
Offering Price per Unit $5.00
Pro forma net tangible book value per share before the Offering $0.001
Increase per share attributable to new investors $0.22
Pro forma net tangible book value per share after the Offering $0.22
Dilution per share to investors $4.78
DILUTION (MAXIMUM OFFERING)
The net tangible book value of the Company's Common Stock (fully diluted)
at April 30, 1999 was $21,451 or ($0.001) per share. After giving the effect to
the receipt of the net proceeds from the sale of the Common Stock offered
hereby, assuming that the maximum offering is achieved (estimated to be
$9,889,360, after deduction for estimated offering expenses of $113,000), the
pro forma net tangible book value of the Company at July 31, 1999 would have
been $9,910,811.00 on a fully diluted basis, or $.42 per share (1). This
represents an immediate increase in the net tangible book value of $.42 per
share to current stockholders and an immediate dilution of $4.58 per share to
new investors. The following table illustrates this per share dilution:
Offering Price per Unit $5.00
Pro forma net tangible book value per share before the Offering $0.001
Increase per share attributable to new investors $0.42
Pro forma net tangible book value per share after the Offering $0.42
Dilution per share to investors $4.58
-14-
DIFFERENCES IN AVERAGE PRICE PER SHARE
The following tables set forth on a pro forma basis the differences between
existing shareholders and new investors in the Offering (assuming the maximum
offering respectively) with respect to the number of shares of Common Stock
purchased from the Company, the total consideration paid to the Company and the
average price per share paid by existing shareholders and by new investors at an
offering price of $5.00 per share:
MINIMUM OFFERING
- ------------------------------------------------------------------------------------------
Number Percentage Consideration Percentage of Average
of Paid Total Price Per
Outstanding Consideration Share
Shares Paid
==========================================================================================
New Shareholders 50,000 0.23% $250,000 92.10% $5.00
- ------------------------------------------------------------------------------------------
Existing Shareholders 21,451,103 99.77% 21,451 7.90% $0.001
- ------------------------------------------------------------------------------------------
TOTAL 21,501,103 100% 271,451 100%
- ------------------------------------------------------------------------------------------
50% OFFERING
- ------------------------------------------------------------------------------------------
Number Percentage Consideration Percentage of Average
of Paid Total Price Per
Outstanding Consideration Share
Shares Paid
==========================================================================================
New Shareholders 1,000,000 2.28% $ 5,000,00 99.15% $5.00
- ------------------------------------------------------------------------------------------
Existing Shareholders(1) 22,451,103 97.72% $ 21,451 0.85% $0.001
- ------------------------------------------------------------------------------------------
TOTAL 22,451,103 100% $5,021,451 100%
- ------------------------------------------------------------------------------------------
MAXIMUM OFFERING
- ------------------------------------------------------------------------------------------
Number Percentage Consideration Percentage of Average
of Paid Total Price Per
Outstanding Consideration Share
Shares Paid
==========================================================================================
New Shareholders 2,000,000 4.45% $10,000,000 99.57% $5.00
- ------------------------------------------------------------------------------------------
Existing Shareholders 21,451,103 95.55% $21,451 0.43% $0.001
- ------------------------------------------------------------------------------------------
TOTAL 23,451,103 100% $10,021,451 100%
- ------------------------------------------------------------------------------------------
The Offering Price
(a) The Company arbitrarily established the price per share. The price per
share is not necessarily related to the company's asset value, net worth or
any other established criteria of value. The offering price should not be
regarded as indicated of the price at which the common stock will trade in
any public market, should a market hereafter develop.
(b) There are no warrants, rights and/or convertible securities being
registered.
-15-
Plan of Distribution
The company offers the Common Shares on a direct participation basis during
the offering period which is twelve months from the date of registration. The
company, following registration approval will apply for listing over the counter
bulletin board.
The company reserves the right to close the offering at any time after the
sale of 50,000 shares. All proceeds will be deposited in an escrow account to be
maintained by People's Heritage Bank, York, Maine. Unless at least 50,000 shares
offered hereby are sold and paid for during the offering period, such escrowed
funds shall be promptly returned to prospective investors in full, without
interest or deduction. Prospective investors will have no right to the return of
their funds during the term of the escrow. Nor will the prospective investors
have the right to the return of their funds in the event the company elects to
extend the offering period. Any or all of the company's officers, directors and
principal shareholders may purchase any portion of the securities offered hereby
upon the same terms and conditions as other investors in this offering. The
Company's officers, directors and principal shareholders may purchase securities
in the Offering in order to meet the minimum subscriptions requirement, thereby
permitting the release of funds from escrow to the company. There is no limit on
the number of shares that the company's officers, directors and principal
shareholders may purchase in the Offering.
Shares may be purchased by completing and delivering the Company's
subscription for common shares, attached hereto as Exhibit 5, along with the
purchase price by check to "Intertech Global .com, Inc-Escrow Account". Within
10 days after its receipt of a subscription for common shares, accompanied by a
check for the purchase price. The Company will send by electronic mail or first
class mail a written confirmation to notify the subscriber of the extent, if
any, to which the subscription has been accepted by the Company.
Any or all of the Company's officers, directors and principal shareholders
may purchase a portion of the securities offered hereby upon the same terms and
conditions as other investors in this Offering. There is no limit on the number
of shares that a Company's officers, directors and principal shareholders may
purchase in the Offering. If such purchases are made, they must be made for
investment purposes and not with a view toward immediate resale or distribution.
To the extent that such persons purchase securities in this Offering, the number
of securities available to be purchased by others will be reduced by a like
amount. Purchases by officers, directors and principal shareholders of the
Company may result in management increasing its control of the Company.
The proceeds from this Offering will not be utilized, directly or
indirectly, to enable any person to purchase the securities offered hereby.
The offering will begin on the date of registration and continue until
either all of the shares have been sold or the company terminates the offering.
The offering period, of twelve months, may be extended during the term of the
offering for a further stated period by the Board of Directors.
The company may also offer and sell Common Shares through underwriters or
dealers. Sales of the Common Shares offered pursuant to any Prospectus
Supplement may be effected from time to time during this offering in one or more
transactions on the
-16-
American Stock Exchange or in appropriate circumstances in negotiated
transactions or any combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at other negotiated prices.
In connection with distribution of Common Shares or otherwise, the Company
may enter into hedging transactions with broker-dealers in connection with such
broker-dealers may sell Common Shares registered by this Registration Statement
in the course of hedging through short sales the position they assumed with the
Company.
Selling Security Holders
The company will be registered as an issuer-dealer. The securities will be
offered by the Company by Donald H. Long who will be the Registered Selling
Agent for the Company. No commissions will be paid to any officers or directors
of the Company on account of any sales they procure.
The following tables set forth the information regarding the registered
Selling Agent for the company. The following are part of the company management.
Name Title No. of securities No. of securities %
owned before to be owned owned
the offering after offering after
and class offering
Donald Long President 760,000(1) 760,000 3%
22 Main Street common
Doaktown, NB
(1) The company's President and the Registered Selling Agent, Donald Long, is
also the President of J.M. Holdings Limited which owns more than 10% of the
issued and outstanding common shares of the company, J.M. Holding Limited is
subject to SEC provisions governing resale by control persons and affiliates.
See SEC Rule #144.
Legal Proceedings
The company since incorporation on October 22, 1997 has not been a party to
any legal proceedings, pending, actual or otherwise.
William Richmond, LL.M. has been engaged by the company for purposes of
assisting the Company in creating the corporation and providing general
corporate advice. Mr. Richmond maintains a Law Office at 7 Dawson Street, P.O.
Box 889, Milton, N.H. 03851-0889. Phone 1-888-495-9580.
-17-
Directors & Executive Officers
The officers and directors of the Company are:
Name Title
Donald H. Long President and Director
Wendy L. Price Treasurer and Director
Caroline Esty Secretary and Director
Each of the directors of the Company holds office for a one-year period
expiring May 12, 2001. At present the Company's by laws provide for not less
than one director. Currently there are three directors. The By laws permit the
Board of Directors to fill any vacancy and such director may serve until the
next annual meeting of shareholders or until the success is elected and
qualified Officers serve at the discretion of the Board of Directors. The
President, Treasurer and the Secretary of the company will devote such time as
necessary to meet the operational requirements of the Company.
The principal occupation and business experience for each officer, director
and critical employee of the Company for at least the previous five years are as
follows:
Donald Long has served as President and Director of the company since
incorporation. Mr. Long has enjoyed a diverse business career during the last 30
years. He began his employment in heavy equipment service, repair, maintenance
and operation, which experience he has utilized in a number of subsequent
successful business ventures. Mr. Long has committed his working life to the
private sector and entrepreneurship.
An active member of the community, Mr. Long has served on a number of
voluntary Boards and has with his wife of 30 years been active as foster parents
for the Province of New Brunswick for which service they recently received an
award. In addition, Mr. Long has served as chairperson of the local Health Board
and was actively involved in its expansion, and is a lifetime member of the New
Brunswick Guide Association. Mr. Long has run for public office and has served
at all levels of political structure including official agent, president and
treasurer responsible for fundraising and accounting.
Mr. Long has owned, operated and sold a number of ventures within the
community during this period including a restaurant, office building and
insulation and construction businesses. His most active area of business
involvement has been in the forestry sector as a manager, developer and
owner/operator in forestry operations. His commitment to sustainable development
and a strong commitment to the environment have been reflected in these
operations.
Mr. Long is the president of Central Stone Company, Ready Forest Supply
Limited., Resort Lands Limited, Intertech Global Marketing Inc and Great
Northern Group Inc. These corporations hold promise for the future. Mr. Long has
also engaged in business activities in the United States and has established
strong connections within the U.S. business community. He is a frequent traveler
in the United States particularly in the New England area pursuing and
developing his business acquisition strategy.
Mr. Long has a sincere and keen interest in corporate development and has
committed himself during the past 2 years to the creation of a sound public
company, with significant assets and a culture of solid management. He has a
very high energy level and has had a history of success in business development
and job creation and training. He has already devoted a great deal of his money,
time and energy to planning this business, preparing the management team and
establishing the initial corporations and their assets
-18-
for acquisition. The long-term commitment is to build a fully integrated
resource based corporation, operating with respect for the physical environment
and dedicated to building maximum equity values based on underlying asset values
and earning growth. This effort will be combined with e-commerce and world-wide
web based corporate activity.
Mr. Long will continue his involvement with the company on a full time
basis. His particular long-term interest and efforts will be directed towards
building growth and strength through solid business acquisitions. In the short
term, his efforts will be directed towards operational matters including the
business development and acquisitions of Intertech Global Marketing Inc. and
Great Northern Group Inc.
Wendy L. Price has served as Treasurer of the company since October 22,
1997. Ms. Price has gained her understanding of financial management and
reporting through several years' experience in the field while employed as a
financial services officer in forestry sector corporations. She is presently
employed as Chief Financial Officer for Ready Forest Supply Ltd., and as such is
responsible for financial planning, financial reporting and compliance.
Ms. Price recognizes the importance of constant monitoring of business
operations and accurate assessment of operational requirements. In this regard
and particularly with respect to compliance and external reporting, Ms. Price
will utilize the services of external accounting professionals on a regular
basis in order to assure the highest level of independence and integrity.
In addition to being proficient in financial planning and reporting, Ms.
Price is an advanced computer user and skilled in office management practices.
Ms. Price has been involved in planning for the company while at the same time
continuing her involvement with operating corporation.
Caroline Esty has served as secretary of the company since October 22,
1997. Ms. Esty is a licensed real estate agent and has been active in this field
for the past six years in association with A Bound Realty of Newcastle, N.B. In
this regard, Ms. Esty has been actively involved in all aspects of the real
estate industry and is experience in residential and commercial property
transactions. Within the Real Estate Industry, Ms. Esty has received training in
sales, public relations, and real estate financing and contract preparation.
Most recently, Ms. Esty has been employed as Manager of Worldwide Printing Inc.,
and has been actively involved in project identification, conceptual planning
and promotion.
Ms. Esty has a particular interest in property management and development
and is committed to establishing a diverse property based company, which
includes recreational, residential and commercial developments.
The following table sets forth compensation, accrued and paid during the
last fiscal year and proposed by the company during the 12 months following
closing of the offering to certain officers and directors of the company and to
all officers and directors as a group:
Name Capacities Aggregate Aggregate
(1) (2) Compensation Compensation
last fiscal year next 12 months
- -------------------------------------------------------------------------------
Donald H. Long President 0 0
Wendy Price Treasurer 0 0
Caroline Esty Secretary 0 0
(1) Each director is entitled to be reimbursed for reasonable expenses incurred
in attending meetings of the Board of Directors of the company. The members
of the Board of Directors intend to meet at least quarterly during the
company's fiscal year and at such other times as duly called. The company
presently has 3 directors.
-19-
DESCRIPTION OF SHARES
Options, Warrants, and Various Rights
There are no options, warrants or rights relating to the securities of the
corporation.
Certain Transactions
All securities issued prior to this offering were issued under Exempted
Transactions, Section 4(2) of the Securities Act of 1933 for "transactions by an
issuer not involving any public offering."
Intertech Global. com, Inc. (the "Company") a development stage corporation
was incorporated in the State of New Hampshire on October 22, 1997. It has
authorized capital of 200,000,000 shares of common stock, $0.001 par value. It
has authorized 10,000,000 class "A" Preferred 9% Cumulative Divided
Non-convertible Shares $5.00 par each value and 10,000,000 Class "B" Preferred
12% Cumulative Divided Non-Convertible Shares $5.00 Par value each. There are
currently 21,451,103 issued common shares. See "Principal Shareholders" and
Description of Securities".
Warrant Contracts
There are no warrant contracts for any shares or securities of the
corporation.
Private Placements
All shares placed by the corporation over 2500 have been disclosed under
the heading "Issued Common Shares".
Total Issued Shares
For the period ended March 31, 2000 there are a total of 21,451,103 issued
and outstanding shares of common stock.
Convertible Debentures
There are no debentures, convertible or otherwise of the corporation. The
corporation has no plans for any convertible debentures.
Other Related Issues
All securities issued prior to this offering were issued under Exempted
Transaction, Section 4(2) of the Securities Act of 1933 for "transactions by an
issuer not involving any public offering.
The Company intends to indemnify its officers and directors to the full
extent permitted under New Hampshire law. A corporation may indemnify its agents
for expenses and amounts paid in third party actions and, upon court approval in
derivative actions, if the agents acted in good faith and with reasonable care.
A majority vote of the Board of Directors, approval of the shareholders, or
court approval is required to effectuate indemnification.
-20-
All transactions between the Company and its officers, directors, principal
shareholders and affiliates of any of them have been and will be on terms no
less favorable to the Company than could be obtained from independent parties.
In so far as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company acknowledges that, in the opinion of the
Securities and Exchange Commission, Washington, D.C. 20549, such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by an officer, director or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such a officer,
director or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its legal counsel the
matter has been settled by controlling precedent, submit to a court of competent
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
Description of Securities
All Common Stock issued prior to this offering were under Exempted
Transaction, Section 4(2) of the Securities Act of 1933 for transactions by an
issuer not involving any public offering.
Common Stock
The authorized capital of the Company consists of 200,000,000 shares of
common stock, $.001 par value (the "Common Stock"). There are presently
21,451,103 issued shares of the Common Stock
Holders of the Common Stock do not have preemptive rights to purchase
additional shares of Common Stock or other subscription rights. The Common Stock
carries no conversion rights and is not subject to redemption or to any sinking
fund provisions. All shares of Common Stock are entitled to share equally in
dividends from sources legally available when, as and if declared by the Board
of Directors and, upon liquidation or dissolution of the Company, whether
voluntary or involuntary, to share equally in the assets of the Company
available for distribution to stockholders. All outstanding shares of the Common
Stock are validly authorized and issued, fully paid and nonassessable, and all
shares to be sold will be validly authorized and issued, fully paid and
nonassessable.
The Board of Directors is authorized to issue additional shares of Common
Stock, not to exceed the amount authorized by the Company's Certificate of
Incorporation, and to issue options and warrants for the purchase of such
shares, on terms and conditions and for such consideration as the Board may deem
appropriate without further stockholder action. The above description concerning
the Common Stock of the Company does not purport to be complete. Reference is
made to the Company's Certificate of Incorporation and Bylaws, which are
available for inspection at the Company's principal executive offices. Reference
is
-21-
also made to the applicable statutes of the State of New Hampshire for a more
complete description concerning the rights and liabilities of holders of the
Common Stock.
Issued Common Shares
The following table sets forth certain information regarding the company
common stock owned on the date of the Registration Statement (I) by each
shareholder of record who is known to the Company to own beneficially more than
2500 shares; (ii) by each of the Company's officers and directors (directly or
beneficially) (iii) by all officers and directors as a group (directly or
beneficially).
Title of Class Name Address Amount Owned Amount Owned
Before the Offering After the Offering
- -----------------------------------------------------------------------------------------------------------------
Common 1. Long, Donald 222 Main Street 760,000 760,000
Doaktown, NB
E9C 1B1
Common 2. J. M. Holdings Ltd. 222 Main Street 13,008,442 13,008,442
Doaktown, NB
E9C 1B1
Common 3. Long, Myra 222 Main Street 100,000 100,000
Doaktown, NB
E9C 1B1
Common 4. Long, Donald, JR 222 Main Street 125,000 125,000
Doaktown, NB
E9C 1B1
Common 5. Gilmore, April Stanley, NB 125,000 125,000
E0H 1T0
Common 6. Price, Wendy 48 F. Price Road 50,000 50,000
Priceville, NB
E9C 2K9
Common 7. Esty, Caroline P.O. Box 674 50,000 50,000
Miramichi, NB
E1V 3T7
Common 8. Macpherson, Robert 98 Prospect Street West 50,000 50,000
Fredericton, NB
E3C 2T8
-22-
Title of Class Name Address Amount Owned Amount Owned
Before the Offering After the Offering
- -----------------------------------------------------------------------------------------------------------------
Common 9. Neatham, Ronald B. P.O. Box 4469 50,000 50,000
Rothesay, NB
E2E 5X2
Common 10. Kearney, Merrill Suite 17 200,000 200,000
Trust Building
Houlton, Maine 04730
Common 11. Squires, Norman B. 6 Carter Notch Road 100,000 100,000
Jackson, NH 03846
Common 12. David J. Condon 29 Manaadnock Road 37,500 37,500
Westford, MA 01886
Common 13. David L. Westbrook 1306 Massachusetts Ave.#506 37,500 37,500
Cambridge, MA 02138
Common 14. Dr. Charles Sutton 1230 Jumano Loop 75,000 75,000
Appolo Beach, FL 33572
Common 15. Banville, BO 1004 South U.S. 1 100,000 100,000
FT. Pierce, Florida 34950
Common 16. Mascioli, I.A. (MAC) 1004 South U.S. 1 100,000 100,000
FT. Pierce Florida 34950
Common 17. O'Dell, Frank P.O. Box 36 100,000 100,000
Salem, NH 03079-0036
Common 18. Cara, W.J. (Bill) 28 Archerhill Drive 100,000 100,000
Toronto, Ontario
Common 19. Appleton, James H. 96 Cortland Ave. 200,000 200,000
New Maryland, NB
E3C 1B6
Common 20. Tessa Arlene Long c/o Donald Long 100,000 100,000
222 Main Street
Doaktown, NB
Common 21. Connor Garnett Long c/o Donald Long 100,000 100,000
222 Main Street
Doaktown, NB
-23-
Title of Class Name Address Amount Owned Amount Owned
Before the Offering After the Offering
- -----------------------------------------------------------------------------------------------------------------
Common 22. Donald Cormac Long c/o Donald Long 100,000 100,000
222 Main Street
Doaktown, N.B.
Common 23. Todd Gilmore c/o Donald Long 100,000 100,000
222 Main Street
Doaktown, N.B.
Common 24. Jesse Gilmore c/o Donald Long 100,000 100,000
222 Main Street
Doaktown, N.B.
Common 25. Devon Gilmore c/o Donald Long 100,000 100,000
222 Main Street
Doaktown N.B.
E9C 1B1
Canada
Common 26. Portsmouth Holdings, Ltd. P.O. Box #1155 100,000 100,000
Portsmouth, NH
03802-1155 USA
Common 27. Willard Powers 15212 Kingsbury Ave. 1,600,000 1,600,000
Mission Hills, CA 91345
Common 28. Albert Tierney Savage 284 Gariepy Cresent 175,000 175,000
Edmonton, Alberta
T0M 1A3
Common 29. Albert Tierney Savage 284 Gariepy Cresent 3,000,000 3,000,000
Edmonton, Alberta
T0M 1A3
Common 30. Barter World 395 Main St, Suite 7 & 8 600,000 600,000
International Inc. Salem, NH 03079
Common 31. Marilee Montague 115 Algonguin Street 7,661 7,661
Deep River, ON
K0J 1P0
Preferred Stock
The company has the authority to issue 10,000,000 shares of Class A
Preferred 9% cumulative nonconvertible Stock with a par value of $5.00 per
share, and 10,000,000 Class "B" Preferred 12% cumulative nonconvertible shares
$5.00 par value each. The company does not have any plans to issue either the
Class "A" or the Class "B" shares described in this section.
-24-
Noncumulative Voting
Each holder of common stock is entitled to one vote per share on all
matters on which such stockholders are entitled to vote. Since the shares of
common stock do not have cumulative voting rights, the holders of more than 50%
of the shares voting for the election of directors if they choose to do so and,
in such event, the holders of the remaining shares will not be able to elect any
person to the Board of directors.
Shares Eligible for Future Sale
The Company currently has 21,451,103 shares of common stock issued and
outstanding. Of these shares, none are freely tradable without restriction or
registration under the Securities Act of 1933, as amended ("the Act"). All of
the previous shares ("Restricted Shares") were issued and sold by the Company
pursuant to the "private placement" exemptions under Regulation D and/or
Sections 4(2) or 4(6) of the act, as promulgated by the Securities and Exchange
Commission, Washington, D.C. 20549. Securities to be issued hereunder will be
issued pursuant to the exemptions under regulation A under the Act.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the securities of the Company is
William Richmond, LL.M. located at 7 Dawson Street, P.O. Box 889, Milton,
N.H. 03851-0889. Phone: 1-888-495-9580.
Reports to Security Holders
The Company intends to furnish to holders of securities annual reports
containing financial statements of the Company audited by independent certified
public accountants upon the authority of such firm experts in auditing and
accounting. The Company will issue unaudited quarterly reports to its securities
holders.
Payments Terms
Each investor who subscribes to purchase shares of the Common Stock shall
do so by executing the Subscription for Common Shares attached hereto, and pay
the subscription price for such Common Stock by check, payable at the time an
executed Subscription for Common Shares is returned to the Company. The minimum
share purchase is 100 shares (or $500).
INVESTOR CHECKS SHOULD BE MADE PAYABLE TO THE ORDER "INTERTECH GLOBAL.COM,
INC.-ESCROW ACCOUNT" AND SHOULD BE FORWARDED TO THE COMPANY, ALONG WITH A FULLY
EXECUTED SUBSCRIPTION FOR COMMON SHARES IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
SEE "SUBSCRIPTION FOR COMMON SHARES", FORM ATTACHED.
-25-
Investor's funds will be promptly deposited by the Company for the benefit of
such investor in a non-interest bearing escrow account at People's Heritage
bank, York, Maine. The investors funds in the account will be released provided
the following conditions are met:
(i) Investors have subscribed for no fewer than 50,000 shares of the
Common Stock during the Twelve month Offering Period for a total
subscription price of not less than $250,000; and
(ii) The Company has received and collected the full payment of the cash
investment for no fewer than 50,000 shares during the Twelve month
Offering Period at a total subscription price of not less than
$250,000.
If such conditions are not satisfied, all the investors' funds so held in
the aforementioned escrow account will be returned to the investors without
deduction or interest. If all of such conditions are satisfied, the investors'
cash investment will be paid to the Company, less legal fees, accounting fees,
financial printing costs and related expenses of this Offering, to be applied by
it as described in this Registration Statement. The Board of Directors may
extend the Twelve Month Offering Period.
Approximately 15 days after any prospective investor submits a Subscription
for Common Shares to the Company, the Company will notify such investor whether
such investor's subscription will be rejected (and any subscription not so
rejected will be accepted, subject to the satisfaction of the terms and
conditions referred to herein). Amounts paid by an investor whose subscription
is rejected will be promptly returned without deduction or interest, as provided
above.
Commissions and Idemnification
The Company intends to indemnify its officers and directors to the full
extent permitted in New Hampshire law. Under law, a corporation may indemnify
its agents for expenses and amounts paid in third party actions and upon court
approval in derivative actions, if the agents acted in good faith and with
reasonable care. A majority vote of the Board of Directors, approval of the
shareholders, or court approval is required to effectuate indemnification.
All transactions between the Company and its officers, directors, principal
shareholders and affiliates will be on the same terms as with the public. The
Company will not issue options or warrants with exercise prices less than 100%
of the fair market value of the underlying stock on the date of grant.
Organization Within the Last 5 Years
There are no officers, directors, key personnel related by blood or
marriage. The following principal stockholders identified previously are related
as family members: Donald H. Long; Myra Long; Donald Long Jr; April Gilmore;
Tessa Arlene Long; Connor Garnett Long; Donald Cormac Long; Todd Gilmore; Jesse
Gilmore; Devon Gilmore.
The company has not made any loans to any of its officers, directors, key
personnel or any of its stockholders.
-26-
There are no company loans and therefore by definition no company officers,
directors or key personnel or stockholders with guarantees or cosigned on Bank
Loans, debts or encumbrances.
Executive Compensation
Name Office Cash Other
Donald H. Long President & CEO Nil Nil
Wendy Price Treasurer Nil Nil
Caroline Esty Secretary Nil Nil
After the company completes its first full year of operation following this
offering the compensation/remuneration for the Officers and Directors will be
reviewed.
Experts
The audited financial statements of the company as of April 30, 1999
appearing in this Registration Statement have been audited by Chester M.
Kearney, independent Certified Public Accountant as set forth in their report
dated May 11, 1999, appearing as Exhibit Number 1, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing. The financial statement do not take into account any provision for
the acquisition of Great Northern Group Inc and Intertech Global Marketing Inc.
The opinion of legal counsel for Intertech Global.com, Inc. is expressed by
William McNeir Richmond, P.C. of 7 Dawson Street, P.O. Box 889, Milton, N.H.
03851-0889, formerly of 129 Market Street, Portsmouth, N.H. 03802-1155, as set
forth in his report of May 17, 1999 appearing as Exhibit Number 2.
-27-
No dealer, salesperson or any other person has been authorized
by the Company to give any information or to make any
representations other than those contained in this Registration
Statement in connection with the Offering made hereby, and, if
given or made, such information or representations may not be
relied upon. This Registration Statement does not constitute an
offer to sell or the solicitation of an offer to buy any
security other than those specifically offered hereby or an
offer to sell, or a solicitation of an offer to buy, to any
person in any jurisdiction in which such an offer or
solicitation would be unlawful. Neither the delivery of this
Registration Statement nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no
change in the affairs of the company since any of the dates as
of which information is furnished or since the date of this
prospectus.
TABLE OF CONTENTS
Page
SB-2 Registration Statement .................... 1
Prospectus -Cover Page ......................... 3
Table of Contents .............................. 4
Available Information .......................... 4
The Company .................................... 5
Risk Factors ................................... 8
Use of Proceeds ................................ 10
Dilution ....................................... 10
Offering Price ................................. 13
Plan of Distribution ........................... 13
Selling Security Holders ....................... 14
Legal Proceedings .............................. 14
Directors & Executive Officers ................. 15
Description of Shares .......................... 17
Options; Warrants and Various Rights ........... 17
Warrant Contracts .............................. 17
Private Placements ............................. 17
Total Issued Shares ............................ 17
Convertible Debentures ......................... 17
Other Related Issues ........................... 17
Description of Securities ...................... 18
Common Stock ................................... 18
Issued Common Stock ............................ 19
Preferred Stock ................................ 21
Non Cumulative Voting .......................... 21
Shares Eligible for Future Sale ................ 21
Transfer Agents and Registrar .................. 21
Reports to Security Holders .................... 22
Payment Terms .................................. 22
Commissions and Idemnification ................. 22
Organization Within the Last 5 Years ........... 23
Executive Compensation ......................... 23
Experts ........................................ 23
Part II
Exhibits Number 1 - Financial Statements ....... 24
Exhibit Number 2 - Legal Opinion ............... 27
Exhibit 3 - Use Proceeds Table ................. 29
Exhibit 4 - Use of Funds ....................... 30
Exhibit 5 - Subscription for Common Shares ..... 31
Until March 31, 2001 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
dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
===================================
2,000,000 Shares
Intertech Global.com Inc.
Common Stock
REGISTRATION STATEMENT
March 31, 2000
PART II
Information Not required in Prospectus
Exhibit Number 1 - Financial Statement April 30, 1999.
Exhibit Number 2 - Legal Opinion To consulting firm - Wathne Pierce & Associates
Exhibit Number 3 - Use of Proceeds Table
Exhibit Number 4 - Great Northern Group Inc. & Intertech Global Marketing Inc.:
Use of Funds
Exhibit 5 - Subscription for Common Shares
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized on the 31st day of March, 2000.
Intertech Global.com, Inc.
By: /s/ Donald Long
------------------------------
Donald Long
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933. As amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Donald Long President March 31, 2000
- ------------------------- Chief Executive Officer
Donald Long
/s/ Wendy Price Treasurer, March 31, 2000
- ------------------------- Director
Wendy Price
/s/ Caroline Esty Secretary, March 31, 2000
- ------------------------- Director
Caroline Esty
II-2
Signature Title Date
/s/ Donald Long President March 31, 2000
- ------------------------- Chief Executive Officer
Donald Long
/s/ Wendy Price Treasurer, March 31, 2000
- ------------------------- Director
Wendy Price
/s/ Caroline Esty Secretary, March 31, 2000
- ------------------------- Director
Caroline Esty
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized on the 31st day of March, 2000.
Intertech Global.com, Inc.
By: /s/ Donald Long
------------------------------
Donald Long
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933. As amended,
this Registration Statement has been signed by the following persons in the
capacities and on the day noted.
II-4