SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM SB-2
Registration statement
UNDER
THE SECURITIES ACT OF 1933
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SPICOLOGY, INC.
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(Name of small business issuer in its charter)
California 454110 91-2021595
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(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification
Number)
809 Ocean Avenue, Suite 2
Seal Beach, California 90740
(562) 596-6646 (PHONE)
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(Address and telephone number of principal executive offices)
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809 Ocean Avenue, Suite 2
Seal Beach, California 90740
(562) 596-6646 (PHONE)
(Address of principal place of business or intended principal place of
business)
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KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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This offering will be commenced promptly, and is a continuous offering, and
is subject to Rule 415 of the Securities Act of 1933.
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THE REGISTRANT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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[CAPTION]
CALCULATION OF REGISTRATION FEE
------------------------------
<F>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
- -------------------------- ---------- --------- -------------- ----------------
Common stock, .001 par $100,000 $.50 $100,000 $64.00
Total $100,000 $.50 $100,000 $64.00
Dated January ________, 2001
INFORMATION CONTAINED IN THIS DOCUMENT MAY BE MODIFIED BY AMENDMENT. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 LAWS OF ANY SUCH STATE.
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[CAPTION]
Prospectus
SPICOLOGY, INC.
200,000 shares of common stock
Up to 200,000 of the shares of Common stock offered are being sold by
SPICOLOGY, Inc. This is Spicology's initial public offering. There is no
minimum contingency and no escrow or impound, and the proceeds may be utilized
by Spicology in its discretion. Spicology's Common stock is not currently
listed or quoted on any quotation medium. This offering will terminate months
from the date of this prospectus.
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The common stock offered is speculative and involves a high degree of dilution.
See "Risk Factors" on page 3.
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These securities have not been approved or disapproved the Securities and
Exchange Commission or any state securities commission nor has the SEC or any
state securities commission passed upon the accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
Shares are offered at $.50 per share. Since there is no minimum amount of
shares that must be sold, the proceeds of the offering may be $0 up to
$100,000. The offering is being self-underwritten through Spicology's officers
and directors.
January_____, 2001
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TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Spicology is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial statements................... 16
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PROSPECTUS SUMMARY
CORPORATE BACKGROUND
Spicology was organized on March 21, 2000, and is in the process of commencing
operations, but has not generated any revenue and is still a development stage
corporation. Spicology is in the business of selling culinary spices from its e
commerce web site on the Internet. There is no minimum amount of shares
which must be sold in this offering. As a result, potential investors may end
up holding shares in a company that:
-has not received enough proceeds from the offering to being operations,
and
-has no market for its shares.
Spicology's common stock may never develop a market.
THE OFFERING
Common stock Offered......................... Up to 200,000 shares
Common stock Outstanding after the
Offering................................... 2,200,000 shares
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors................................. The shares of Common stock
offered involve a high degree of
risk and immediate substantial
dilution
Term of offering...........................12 months from date of prospectus
---------------------------------
- - Figures are based on the current outstanding shares of 2,000,000.
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to September 30, 2000 and the consolidated balance sheet data
at September 30, 2000 come from Spicology's audited Consolidated Financial
statements included elsewhere in this Prospectus. The consolidated statement of
operations data for the period inception to September 30, 2000 come from
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Spicology's audited financial statements for those years, which are included
in this Prospectus. These statements include all adjustments that Spicology
considers necessary for a fair presentation of the financial position and
results of operations at that date and for such periods. The operating results
for the period ended 2000 do not necessarily indicate the results to be
expected for the full year or for any future period.
BALANCE SHEET DATA:
September 30, 2000
---------------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 2,000,000 shares at September 30,
2000 .................................. 2,000
Paid-In Capital .................................. --
Retained Deficit ................................. (2,000)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Month ended of
September 30,2000 Development
Stage
---------------- -----
Revenues: .................................. $ -- $ --
General and administrative Expenses: ........ 2,000 2,000
----- -----
Net Loss .............................. $(2,000) $(2,000)
----- -----
Loss per share ............................ $ -- $ -
===== =====
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RISK FACTORS
Prospective investors in the shares offered should carefully consider the
following risk factors, in addition to the information appearing in this
prospectus.
Spicology is a development stage company with no operating history, which
makes it difficult to evaluate its future performance.
Our prospects must be considered in light of the risks, expenses, delays and
difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Our
independent accountant has expressed that there is doubt that we may continue
as a going concern.
The Penny Stock Rules will cover our stock, which may make it difficult for a
broker to sell.
Our common stock is a "penny stock," which means that SEC rules require broker
dealers who make transactions in the stock to comply with additional
suitability assessments and disclosures than they would in stock that were not
penny stocks.
This offering is a direct participation offering, and there may be less due
diligence performed.
In an underwritten offering, the underwriter and broker-dealers involved in the
offering must make certain due diligence inquiries to comply with rules imposed
upon them by law and procedures imposed upon them by the National Association
of Securities Dealers. Since this is a self-underwritten offering, no brokers
will be involved to make those inquiries, and there may be less due diligence
performed, because shares will be sold by our officers and directors.
We depend upon our sole officer and director to continue our business.
Our business is dependent upon Rick Feinstein, who is the current sole officer
and director and employee of Spicology. If Mr. Feinstein is forced to leave
office or resigns, there will be no management to run our business.
We need to raise at least $10,000 in the next 12 months or we will not be able
to continue our business.
We need to raise at least $10,000 in this offering. If we fail to do so, and
are unable to raise at least $10,000 in the next twelve months through
borrowing or from private placements of our stock, we will not be able to
operate our business. We will need to raise at least $5,000 to commence
operations.
A public market for our shares may never develop, making the shares illiquid.
A public market for our shares may never develop. This may make it difficult
or impossible for investors in our shares to sell them.
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If our shares are approved for a quotation on the over-the-counter market, they
may be thinly traded and highly volatile.
Stocks traded on the over-the-counter bulletin board or the pink sheets are
usually thinly traded, highly volatile, and not followed by analysis.
Investors in our stock may experience a loss or liquidity problem with their
share holdings.
We do not have written contracts or arrangements with our suppliers, which may
affect our ability to operate profitably or to compete with other sellers of
spices.
Our spices are supplied by Frontier Herbs, but we have no written contract with
Frontier which specifies price controls or size limits, and we are on a COD
basis with all spice orders. If our orders increase in size, or if we are
unable to obtain spices at a price to allow us to compete in the market with
our competitors, we may fail to operate profitably.
Our products will be distributed by our office staff, which may not be able to
handle a large overflow of orders.
Our products are ordered in bulk, and will be packages and shipped by our
office staff out of our office. If we receive a large overflow of orders and
cannot expand our facilities or hire more personnel in time, we may not be able
to fill those orders.
Our sole officer, director and employee has no experience with running an e-
commerce website, and this may affect our success.
Rick Feinstein, our sole officer, director and employee at this time, has
management experience, but no previous experience with running a website or
selling products over the Internet. This lack of experience may affect our
ability to operate successfully and profitably.
USE OF PROCEEDS
The following table shows Spicology's use of proceeds if 25%, 50%, 75%,
and/or 100% of the shares are sold, after deduction of an estimate $5,500 in
offering expenses. Further, there may be no shares at all sold in this
offering. A minimum of 12.5% must be raised in order for us to operate for the
next twelve months.
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10% 25% 50% 75% 100%
--- ----- ------ ----- -----
Web site promotion 5,200 13,000 26,000 39,000 52,000
Management salaries 0 0 0 0 0
Employee salaries 450 1,125 2,250 3,375 4,500
Working capital 2,443 6,109 12,218 18,327 24,436
------ ----- ----- ------- ------
Totals: $8,093 $20,234 $40,468 $60,702 $84,436
The allocation of the net proceeds of the Offering set forth above represents
Spicology's best estimates based upon its current plans and certain assumptions
regarding industry and general economic conditions and Spicology's future
revenues and expenditures. If any of these factors change, Spicology may find
it necessary or advisable to reallocate some of the proceeds within the above-
described categories. Working capital includes rent, utilities, overhead,
telephone, insurance, postage, office supplies, packing materials, and other
miscellaneous expenses.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
DIVIDEND POLICY
Spicology has never declared or paid cash dividends on its capital stock.
Spicology currently intends to retain earnings, if any, to finance the growth
and development of its business and does not anticipate paying any cash
dividends in the foreseeable future.
NO CURRENT MARKET FOR COMMON STOCK
Spicology's common stock is not listed or quoted at the present time, and
there is no present public market for Spicology's common stock. Spicology has
obtained a market maker who has agreed to file an application for Spicology's
securities to be quoted on the National Quotation Bureau's "pink sheets,"and
who intends to file a form 211 with the National Association of Securities
Dealers to quote Spicology's securities on the NASD over-the-counter
bulletin board, upon the effectiveness of this registration statement, but
obtaining a quotation is up to the NASD, and Spicology's stock may never be
quoted on the Bulletin Board. Thus, there can be no assurance that the NASD
will accept Spicology's market maker's application on Form 211. A public
market for Spicology's common stock may never develop. The NASD over-the-
counter bulletin board and National Quotation Bureau's pink sheets are
quotation systems, which allow brokers to buy and sell shares of stock quoted
"by appointment." The results are announced electronically. This differs from
a stock market, such as the NASDAQ, which actually executes trades in over-the-
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counter securities electronically, and which and stock exchanges, such as the
New York Stock Exchange and the American Stock Exchange, which utilize brokers
on a trading floor to execute buy and sell orders, which are then reported
electronically. Also, the NASDAQ stock market and stock exchanges have listing
standards, which require companies to have a minimum number of shareholders and
minimum capitalization and share prices in order to obtain and maintain a
listing with them.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of
Spicology as of September 30, 2000. The table should be read in conjunction
with the Consolidated financial statements, including the notes, appearing
elsewhere in this Prospectus.
BALANCE SHEET DATA:
- ---------------------
9/30/2000
-------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 2,000,000 shares at September 30,
2000 .................................. 2,000
Paid-In Capital .................................. --
Retained Deficit ................................. (2,000)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
DILUTION
As of September 30, 2000, Spicology's net tangible book value was $0, or $0 per
share of common stock. Net tangible book value is the aggregate amount of
Spicology's tangible assets less its total liabilities. Net tangible book
value per share represents Spicology's total tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of 200,000 shares at an offering price of $0.50
per share of Common stock, application of the estimated net sale proceeds
(after deducting offering expenses of $15,564), Spicology's net tangible book
value as of the closing of this offering would increase from $0 to $.005 per
share. This represents an immediate increase in the net tangible book value of
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$.005 per share to current shareholders, and immediate dilution of $.995 per
share to new investors, as illustrated in the following table:
Public offering price per
share of common stock $0.50
Net tangible book value per share before offering..................$ 0
Increase per share attributable to new investors...................$.045
Net tangible book value per share after offering...................$.045
Dilution per share to new investors................................$.455
Percentage dilution................................................91%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Spicology's
Consolidated Financial statements, including the notes, appearing elsewhere in
this Prospectus.
COMPANY OVERVIEW
Spicology was organized on March 21, 2000, and has just recently commenced
operations. Spicology is engaged in the business of selling culinary spices
from its e commerce equipped web site. Spicology's common stock is not listed
on any recognized exchange or quoted on any quotation medium. Spicology's stock
may never develop a market.
PLAN OF OPERATIONS-IN GENERAL
According to an article published in the Los Angeles Times, the prices of
culinary spices widely vary, with markups up to 200%. L.A. Times, Home Dition,
November 10, 1999. Spicology plans to offer competitive prices on spices on
the Internet. To do this, Spicology will seek to establish a marketing plan
both on the Internet.
During the next twelve months, Spicology plans to satisfy its cash requirements
by additional equity financing. This will be in the form of private placements
of restricted common stock. Spicology may be unsuccessful in raising additional
equity financing, and, thus, be able to satisfy its cash requirements, which
primarily consist of legal and accounting fees at the present time. Spicology
presently has no cash with which to satisfy any future cash requirements.
Spicology will need a minimum of $10,000 to satisfy its cash requirements for
the next 12 months. Spicology will not be able to operate if it does not obtain
equity financing. Spicology has no current material commitments. Spicology
depends upon capital to be derived from future financing activities such as
subsequent offerings of its stock. Spicology may never be successful in raising
the capital it requires. Management believes that, if this offering and the
subsequent private placements are successful, Spicology will be able to
generate revenue from on line spice sales and achieve liquidity within the next
twelve months. Spicology does not anticipate any further research and
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development of any products. Spicology does not expect the purchase or sale of
plant or any significant equipment, but it does anticipate hiring additional
employees. Spicology has no current material commitments. Spicology has
generated no revenue since its inception.
Spicology has recently commenced operations. Its Internet web site is still
under development. During the next twelve months, Spicology plans to hire a
small sales force of commission salesmen to supplement it Internet sales.
Spicology has no current plans, preliminary or otherwise, to merge with any
other entity.
Milestones
Spicology will seek to raise at least $10,000 from this offering, over and
above offering costs estimated at $5,500, in order to implement its plan of
operations for the first twelve months of operations. This minimum amount of
capital must be raised in order to properly commence operations. If we do not
raise at least $10,000 from this offering, then we will seek funding by
borrowing from our principal stockholder. This first influx of capital is
budgeted for development and promotion of our web site and the hiring of one
clerical employee to answer the telephone and fill orders. The time for
completion of this milestone is estimated at three months from the close of
this offering.
If we are able to raise more than $10,000 from this offering or by borrowing
from our principal, we will implement the second phase of our plan of
operations, which is to hire a commission based sales force. Since they will be
paid commissions, expenses the company will incur will be advertising
literature, mailing and telephone lists costs, and additional telephone line
installation and long distance telephone fees. These costs are estimated to be
between $10,000 and $20,000. The expected date for the achievement of this
milestone is six months from the close of this offering.
After achievement of the second milestone, we expect to be in a position to
generate sufficient revenue from spice sales to pay operating expenses by the
end of the twelve month period following the closing of the offering.
Spicology is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. Spicology may never be successful in raising the
capital it requires through the sale of its common
stock.
BUSINESS
In general
Spicology is developing a web site with full e-commerce capability to sell a
variety of culinary spices on the Internet. The expected date of launching of
the a fully developed e-commerce site will be by the end of January, 2001.
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Spicology will seek to establish a marketing plan both on the Internet and
conventionally. Spicology is in the process of establishing an e-commerce site
on the Internet to market its products. The e-commerce site has not been fully
developed as of the date of this prospectus.
Government approval is not necessary for Spicology's business, and government
regulations have no or only a negligible effect on their respective businesses.
Spicology has not booked any significant research and development costs and
therefor do not expect to pass any of those costs to customers. And has no
product development or research and development costs.
Spicology's mailing address is 809 Ocean Avenue, Seal Beach, California 90740.
The telephone number of its principal executive office is (562) 596-6646.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. Spicology's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions;
competitive factors, such as pricing and marketing efforts; and the pace and
success of product research and development. These and other factors may cause
expectations to differ.
Business Development
Up to this point, we have begun a relationship with our spice supplier,
Frontier Natural Products, Inc., to buy wholesale bulk spices from their
wholesale catalog, and have developed our web site to the point of an
anticipated launching by the end of January, 2001. We have no written contract
with Frontier, and are on the same status as all of their wholesale customers
who order from their catalog. Spices take up relatively little space, and will
be stored in bulk containers in our 10x10x20 foot storage locker, with a
useable amount stored in our office, to mix and distribute. We will package
the spices in plastic containers and ship out of our office by UPS ground, next
day air,
Shipping by UPS ground will be included in the cost of our spices, and
customers desiring overnight shipments will pay an extra charge for this
service. All shipments will be made from our office, and will occur within 24
hours of the customer's order on our Internet web site.
Internet web site
The web site will be run by Y2K Technologies, Inc., our web master, and the
following domain names will direct customers to the web site:
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www.spicology.com, www.spicology.net, www.spicology.org, www.spiceology.com,
and www.thespicesoflife.com. The server is located at the offices of Y2K
Technologies, Inc., which will be responsible for monitoring, service, netwrok
operations and processing systems. No licensing of software or computers is
required, as Y2K is providing us with a complete web site and e-commerce system
with its own licensed software. We will use a "DC Shop" billing system
licensed by Y2K Technologies which uses encrypted information to process
customer credit card information for security purposes. All credit card
payments will be processed through Y2K Technologies, Inc.'s merchant program.
Y2K supplies the company with a turn-key system consisting of web hosting and
e-commerce services for $150 per month. Customers desiring to purchase items
simply access our web site, search for the item they wish to purchase, and add
it to their "shopping cart." We will have a five day per week customer service
line which will be open from 10 a.m. through 4 p.m. pacific time. Customers
will also be able to e-mail us with any questions or problems about their
orders. The web site will be geared to serving consumers with their culinary
spice needs.
Spicology will avoid customer service problems by offering a money back if not
satisfied guarantee, and providing free expedient shipping of product.
MARKETING
Spicology is developing an Internet web site with full e commerce
capabilities, which will offer Spicology's products for sale to the Internet
consumer. In addition, Spicology will promote its web site and its products by
conventional advertising and marketing. After this offering, Spicology plans
to hire a sales force who will be paid on a commission basis for all sales, of
a flat commission of 10% of all net sales after costs. Commission salesmen
will work from their homes, and be limited to wholesale resales of spices to
retail outlets. Our products will be marketed nationally, and the price range
asnd profit margin will vary from product to product, because of the variation
in the markups of spices.
To help achieve its sales goals, Spicology plans to implement an online
marketing campaign. The objective will be to name awareness for Spicology in
the online community and to continually acquire new visitors to its Web site.
One of the best ways to attract this target audience is to achieve high
visibility in the places where prospective customers are likely to be browsing.
Spicology's online campaign will target sites that generate high traffic from
Internet users who fit Spicology's customer profile. In order to create this
market presence and increase customer awareness, Spicology intends to promote
its Web site on the major search engines, directories and promotional
sites the Internet offers. However, Spicology has not yet developed its Web
site, and may never implement these programs. The programs to establish
visibility and increase traffic to the web site include directory submissions
to make sure Spicology is listed in the top five listings on the major search
engines, when a potential visitor types in key words related to software sales.
Spicology may never obtain such a status, but it will continually update its
submissions to search engines to keep them current and will update its site
weekly.
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Once the site has been developed, Spicology's site will be submitted to the top
75 search engines and promotional sites. While listing a Web site with the
search engines and promotional sites is a high priority for the foundation of
Spicology's Internet program, targeted links with sites of similar interest is
another method of obtaining visitors that are interested in Spicology's site.
Spicology will search for sites of similar interest where it is likely to find
its target audience to place targeted links. These links will increase
targeted traffic to Spicology's Web site. Spicology expects these programs to
be fully implemented within 90 days after the official launching of its web
site.
Spicology intends to design a professional banner and place it with various
sites on a "reciprocal" basis, at no charge to Spicology. Spicology also plans
to purchase online ad banners on highly trafficked Web sites.
Spicology intends to announce its products and services on the Web in press
releases. Spicology will e-mail its press releases to targeted publications
selected from a database of over 30,000 media resources. Press releases can be
distributed within 72 hours.
THE PRODUCTS
Spicology offers a large selection of packaged spices and seasonings, including
allspice, anise, annato, arrowroot, asofedtida, basil, bay leaves, caraway
seed, carob powder, cardamom, chervil leaf, celery seed, cilantro leaf, cloves,
cream of tartar, chile peppers, cinnamon, coriander seed, cumin seed, dill,
epazote, fennel, fenugreek, ginger, gumbo, horseradish, juniper berries,
lavender, lemon grass, lemon peel, mace blades, marjoram, garlic, MSG,
spearmint, mustard, nutmeg, onion, oregano, orris root, parpika, parsley, pine
nuts, poppy seed, rosemary, sage, sea salt, savory leaf, sesame seed, sumac,
peppercorns, saffron, tarragon, thyme, tumeric, wasabi, and vanilla. Spicology
also offers spice blends, such as herb de province. We currently have a small
supply of these products, which are estimated to be sufficient for the first
three months of operation.
PATENTS
Spicology holds no patents for its products. Spicology is the registered owner
of the Internet domain names, www.spicology.com, www.spicology.net,
www.spicology.org, www.spiceology.com and www.thespicesoflife.com.
GOVERNMENT REGULATION
Government approval is not necessary for Spicology's business, and government
regulations have no effect or a negligible effect on its business, except for
the fact that, if any retail spice sales are made to California residents, we
will have to pay California sales taxes.
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EMPLOYEES
Spicology presently employs its President, Secretary and Treasurer, Rick
Feinstein, who devotes approximately 20 hours per week, equal to one quarter of
his total business time, on the business of Spicology. He is also employed as
the transportation director of Colton Unified School District, to whom he
devotes 40 hours per week. There are no other employees at this time who are
providing secretarial services.
PROPERTIES
Spicology has an oral agreement with Spicology president for use of office
space, telephones and secretarial services supplied free of charge to
Spicology. This office space is located at Mr. Feinstein's residence and our
principal place of business at 809 Ocean Avenue, Seal Beach, California.
Spicology owns its Internet Web site, and the Internet domain names,
www.spicology.com, www.spicology.net, www.spicology.org, www.spiceology.com and
www.thespicesoflife.com.
PATENTS
Spicology has no patents or trademarks. Spicology owns the domain names,
www.spicology.com, www.spicology.net, www.spicology.org, www.spiceoflife.net,
www.spicesoflife.com, www.spicesoflife.net, and www.spicesoflife.org.
COMPETITION
The specialty food business is competitive. Other companies making caviar
sales and other companies with one or more affiliate or retail locations have
financial resources superior to Spicology, so Spicology's projected income will
not be affected by its competition. There are also many other companies with
greater financial resources that Spicology who offer caviar sales on the
Internet, but few with e commerce capabilities. Spicology's competitors include
Spices, etc. Spicesetc.com, wildroots.com, and The Culinary Artist (lsmo.com),
as well as Culinary Closet. In addition, grocery stores and convenience stores
carry spices, but we do not intend to compete with these outlets.
LEGAL PROCEEDINGS
Spicology is not party to any pending litigation, legal proceedings or claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of directors of Spicology serve until the next annual
meeting of stockholders, or until their successors have been elected.
18
The officers serve at the pleasure of the Board of directors. Directors serve a
term of one year, or until the following annual meeting of shareholders,
whichever period is longer.
The current executive officers, key employees and directors of Spicology
are as follows:
Name Age Position
- ---- --- --------
Rick Feinstein 42 President, Secretary
Director, Treasurer
Rick Feinstein. Mr. Feinstein is President, Secretary, Treasurer and Director
of Spicology. He is also the Director of Et Voila! European Cafes, Inc., and
has acted in that capacity for the past two years. For the past eight years, he
has been the Transportation Director of Colton Joint Unified School District in
San Bernardino County, California, where he was responsible for overseeing a
$2-3 million annual budget, 6500 vehicles and 65 employees. He also served as
Director of the Ride Share Program and toxic waste reporting. Prior to Colton,
Mr. Feinstein spent fourteen years in management at the Los Angeles Unified
School District Transportation Department. From 1982 through 1986, he founded,
owned and operated "Best of Video", a small chain of video stores in Orange
County, California. Mr. Feinstein was educated at California State University,
Dominguez Hills, California. Mr. Feinstein has no prior experience with the
spice industry, running a website, or selling products over the Internet.
EXECUTIVE COMPENSATION
Spicology has made no provisions for cash compensation to its officers and
directors, which now consists of solely Rick Feinstein. Mr. Feinstein received
1,800,000 shares or restricted stock as a retainer for future services and in
exchange for Spicology's business plan. These 1,800,000 shares have been
accepted as full compensation for management's services for the first year of
operation. No salaries are being paid at the present time, and will not be paid
unless and until there is available cash flow from operations to pay salaries.
There were no grants of options or SAR grants given to any executive officers
during the last fiscal year.
EMPLOYMENT AGREEMENTS
Spicology has not entered into any employment agreements with any of its
employees, and employment arrangements are all at the discretion of Spicology's
board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial
ownership of Spicology's Common stock as of September 30, 2000, by (I) each
person known by Spicology to be the beneficial owner of more than 5% of the
outstanding shares of Common stock, (ii) each director of Spicology, (iii)
19
each Named Executive Officer and (iv) all directors and executive officers as a
group. Unless otherwise indicated, each person in the table has sole voting and
investment power as to the shares shown.
Shares Percent Percent
Beneficially Before After
Name and Address of Beneficial Owner Owned Offering Offering
- ------------------------------------ ------------ -------- --------
Rick Feinstein(2) 1,800,000 90% 81.81%
809 Ocean Avenue
Seal Beach, California 90740
Richard Tearle 100,000 5% 4.5%
1216 State Street
Santa Barbara, CA 93101
Kenneth Eade 100,000 5% 4.5%
Officers and Directors
as a Group 1,800,000 90% 81.81%
- ------------
- Table is based on current outstanding shares of 2,000,000.
CERTAIN TRANSACTIONS
In connection with organizing Spicology, on March 21, 2000, Rick Feinstein was
issued 1,800,000 shares of restricted common stock in exchange for services,
the business plan of Spicology, and Spicology's web site and domain names,
pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act of
1933, Mr. Feinstein may be deemed to be promoters of Spicology. No other
persons are known to Management that would be deemed to be promoters. We have
no established policies regarding entering into future transactions with
affiliated parties.
On March 21, 2000, in exchange for web site development services rendered to
Spicology's web sites, Spicology issued 100,000 shares of its common stock
under Rule 701 promulgated by the Securities and Exchange Commission to Richard
Tearle of Y2K Internet Technologies, Inc. Mr. Tearle is a non-sophisticated
investor with full access to all corporate information.
On March 21, 2000, Spicology issued 100,000 shares of its common stock to
Kenneth G. Eade, counsel to Spicology, under Rule 701 promulgated by the
Securities and Exchange Commission in exchange for legal services rendered, in
the incorporation and organization of Spicology, including its articles of
incorporation, by-laws, organizational minutes, and preliminary plan of
operations. Mr. Eade is a sophisticated investor who had access to all
corporate information.
20
DESCRIPTION OF SECURITIES
The authorized capital stock of Spicology consists of 100,000,000 shares of
Common stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 2,200,000 shares of Common stock.
Common stock
Holders of Common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors. The authorized number of directors is at least one director.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative coting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of Spicology's directors. The Board of
directors is empowered to fill any vacancies on the Board of directors created
by resignations, provided that it complies with quorum requirements.
Holders of Common stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the Company available for distribution to such holders upon
liquidation.
PENNY STOCK STATUS
If and when it creates a market for its common stock, Spicology's common stock
is a "penny stock," as the term is defined by Rule 3a51-1 of the Securities
Exchange Act of 1934. This makes it obligated to reporting, disclosure and
other rules imposed on broker-dealers by the Securities and Exchange Commission
requiring brokers and dealers to do the following in connection with
transactions in penny stocks:
- Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
21
written agreement from the person in order to effectuate any transactions is a
penny stock.
- Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
- Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.
- The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for Spicology's
stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt Lake
City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, Spicology will have 2,000,000 shares of
Common stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the Securities
Act of 1933, as amended. However, the resale of any share purchased by an
affiliate (in general, a person who is in a control relationship with
Spicology), will be limited by Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of Spicology, may sell restricted securities in broker's
transactions or directly to market makers, provided the number of shares sold
in any three month period is not more than the greater of 1% of the total
shares of common stock then outstanding or the average weekly trading volume
for the four calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of
Spicology without regard to volume limitations. Restricted securities held by
affiliates must continue, even after the two year holding period, to be sold in
brokers' transactions or directly to market makers, within the limits of Rule
144 described above. After this offering, and subject to the holding period
and limitations set forth in Rule 144, there will be 2,000,000 shares which may
be sold under Rule 144, held by approximately 3 holders of record.
Prior to this offering, no public market has existed for Spicology's shares of
common stock. However, Spicology's market maker, National Capital, has filed
an application for a quotation with the National Quotation Bureau's "pink
sheets," which application is still pending. No predictions can be made as to
the effect, if any, that market shares or the availability of shares for sale
will have on the market price prevailing from time to time. The sale, or
availability for sale, of substantial amounts of common stock in the public
market could adversely affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the States of New
York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is
self underwritten by Spicology, which offers the Shares directly to investors
through officer Rick Feinstein, who will offer the Shares by prospectus, to
friends, former business associates and contacts, and by direct mail to
investors who have indicated an interest in Spicology. The offering is a self
underwritten offering, which means that it does not involve the participation
of an underwriter or broker.
The offering of the Shares shall terminate 12 months after the date of this
prospectus.
Spicology reserves the right to reject any subscription in whole or in part, or
to allot to any prospective investor less than the number of Shares subscribed
for by such investor.
LEGAL MATTERS
The validity of the Common stock offered will be passed upon for the
Company by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial statements of Spicology as of September 30, 2000 included in this
Prospectus and elsewhere in the Registration statement have been audited by
Roger G. Castro, independent public accountant for Spicology, as set forth in
his reports appearing elsewhere in this document, and are included in reliance
upon such reports, given upon the authority of such firm as experts in
accounting and auditing.
22
ADDITIONAL INFORMATION
Spicology has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. Statements in this prospectus about any contract, agreement or
other document are not necessarily complete. With respect to each such
contract, agreement, or document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement is qualified in its entirety by
this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
Spicology will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
INDEX TO CONSOLIDATED Financial statements
SPICOLOGY, INC.
Independent Auditor's Report ..................................... F-1
Balance Sheets
September 30, 2000 .............................................. F-2
Statements of Operations
For the Years Ended September 30, 2000 .......................... F-3
Statements of Changes in Stockholders' Equity
For the Years Ended September 30, 2000 .......................... F-4
Statements of Cash Flows
For the Years Ended September 30, 2000 .......................... F-5
Notes to Consolidated Financial statements .......................
23
[CAPTION]
Board of directors
Spicology, Inc.
(A Development Stage Company)
Seal Beach, California 90740
Auditor's Report
We have audited the accompanying balance sheet of Spicology, Inc. (A
Development Stage Company), as of September 30, 2000 and the related statement
of operation, stockholders' equity, and cash flow for the period March 21,
2000(inception) through September 30, 2000. These financial statements are the
responsibility of Spicology's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Spicology, Inc. as of
September 30, 2000 and the results of its operations and its cash flows for the
period March 21, 2000 (inception) through September 30, 2000 in conformity with
generally accepted accounting principles.
ROGELIO G. CASTRO
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
November 2, 2000
F-1
24
[CAPTION]
SPICOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, 2000
---------------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 2,000,000 shares at September 30, 2000 2,000
Paid-In Capital .................................. 2,000
Retained Deficit ................................. (4,000)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
The accompanying notes are an integral part of these financial statements.
F-2
25
[CAPTION]
SPICOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATION
For the period March 21, 2000
(Inception) through September 30, 2000
Revenues: .................................. $ --
Expenses:
General and Administrative Expenses: .... $ 4,000
------
Net Loss .............................. $ (4,000)
======
Loss per share (basic and diluted).......... $ (.002)
======
Weighted average common shares outstanding 2,000,000
The accompanying notes are an integral part of these financial statements.
F-3
26
SPICOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period March 21, 2000
through September 30, 2000
Common stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
----------------- -------- --------- --------- -----
Stocks issued for cash $2,000 $2,000
Stocks issued for services 2,000,000 $2,000 $2,000
Net loss for the period $(2,000) $(2,000)
Balance at 9/30/2000 2,000,000 $2,000 $2,000 $(4,000) $ 0
----------------- -------- --------- --------- -----
The accompanying notes are an integral part of these financial statements.
F-4
27
SPICOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the period March 21, 2000 (inception)
through September 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
Net Loss ............................................ $(4,000)
-------
Adjustments to reconcile net loss to
net cash used in operating activities
Stocks issued for services at fair value 2,000
-------
Net Cash Used by operating activities ......... ... (2,000)
-------
Financing activities
Stockholder contribution 2,000
-------
Net Cash Provided by
Financing Activities .............................. 2,000
-------
Net increase (decrease) in cash and cash equivalents --
Cash and Cash Equivalents
Beginning of Year.. ............................ --
Cash and Cash Equivalents
End of Year ................................. $ --
=======
Non cash activities:
Stocks issued for services as fair value $ 2,000
The accompanying notes are an integral part of these financial statements.
28F-6
SPICOLOGY, INC.
(A Development Stage Company)
Notes to Financial statements
September 30, 2000
NOTE 1 NATURE OF BUSINESS
Spicology, Inc. was incorporated under the laws of the State of California on
March 21, 2000. It is engaged in the business of selling culinary spices from
its e-commerce equipped web site, which is now in development. Spicology has
been in the development stage since its formation. Planned principal operations
have commenced recently but have not generated any revenue.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Basis - Spicology uses the accrual method of accounting.
Cash and cash equivalents - Spicology considers all short term, highly liquid
investments that are readily convertible within three months to known amounts
as cash equivalents. Currently, it has no cash equivalents. Primary earnings
per share amounts are based on the weighted average number of shares
outstanding at the dates of the financial statements. Fully diluted earnings
per share shall be shown on stock options and other convertible issues that may
be exercised within ten years of the financial statement dates.
Estimates The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statement and
accompanying notes. Actual results could differ from those estimates.
NOTE 3 INCOME TAXES
Spicology has adopted the provisions of SFAS No. 109 "Accounting for Income
Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Spicology, Inc. has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue Codes are met.
NOTE 4 RELATED PARTY TRANSACTIONS
Spicology issued 1,800,000 shares of unregistered common stock to its sole
officer in exchange for his services. These were recorded in the books at par
value ($.001).
29
It also shares office space and telephone services of the President of
Spicology at no charge. General and administrative expenses were also paid to
officers who are also stockholders of Spicology.
NOTE 5 GOING CONCERN
Spicology has nominal assets and no current operations with which to create
operating capital. It seeks to raise operating capital through private
placements of its common stock. However, it is unknown if such offering or
negotiations will be successful.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
No dealer, salesperson or other 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
information and representations must not be relied upon as having been
authorized by Spicology. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or a solicitation of an offer
to buy any securities by any person in any jurisdiction in which such offer or
solicitation is not authorized or is unlawful. The delivery or this prospectus
shall not under any circumstances, create any implication that the information
in this document is correct as of any time subsequent to the date of this
prospectus.
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Spicology is a development stage
company with no operating history.......... 3
Intense competition........................ 3
The principal of Spicology is promoting
a similar offering......................... 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
30
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial statements................... 16
SPICOLOGY, INC.
200,000 SHARES OF Common stock
-------------
Prospectus
-------------
January___, 2001
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code, as amended, provides for the
indemnification of Spicology's officers, directors, employees and agents under
certain circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
31
Spicology's Certificate of Incorporation provides that the directors of the
Company shall be protected from personal liability to the fullest extent
permitted by law. Spicology's By-laws also contain a provision for the
indemnification of Spicology's directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Spicology pursuant to the provisions referred to under Item 24 of
this Registration statement, or otherwise, Spicology has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Spicology of expenses incurred or paid by a
director, officer or a controlling person of Spicology 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
Company will, unless in the opinion of its 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 the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $ 64
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $2,000
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
----------
Total...................................................... $5,564
==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by Spicology within the past three
years and were not registered under the Securities Act.
In connection with organizing Spicology, on March 21, 2000, Rick Feinstein was
issued 1,800,000 shares of restricted common stock in excahnge for services,
the business plan of Spicology, and Spicology's web site and domain names,
pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
32
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act of
1933, Mr. Feinstein may be deemed to be a promoter of Spicology. No other
persons are known to Management that would be deemed to be promoters.
On August 20, 2000, in exchange for web site development services rendered to
Spicology's web sites, Spicology issued 100,000 shares of its common stock
under Rule 701 promulgated by the Securities and Exchange Commission to a non-
sophisticated investor with full access to all corporate information.
On March 21, 2000, Spicology issued 100,000 shares of its common stock to
Kenneth G. Eade, counsel to Spicology under Rule 701 promulgated by the
Securities and Exchange Commission in exchange for legal services rendered.
Mr. Eade is a sophisticated investor who had access to all corporate
information. Although Mr. Eade is not a promoter of Spicology, as defined by
the Securities Act, his wife, Rick Feinstein, can be deemed to be a promoter of
Spicology.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
statement:
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10 Agreement for Legal Services
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)
- ------------------------
II-6
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 the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on January 5, 2001.
33
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
SPICOLOGY, INC.
Rick Feinstein
By: __________________________________
Rick Feinstein, President and Director
Date: January 10, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Rick Feinstein
____________________________________________________
Rick Feinstein, Secretary/ Treasurer (CFO)/Director
Date: January 10, 2001
Exhibit 3(a)
ARTICLES OF INCORPORATION
2188628
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
Mar 21 2000
BILL JONES, SECRETARY OF STATE
ARTICLES OF INCORPORATION OF MOLUCCAN CORPORATION
FIRST: The name of the corporation is: MOLUCCAN CORPORATION
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is:
34
KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara, California 93101
FOURTH: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is One Million (1,000,000).
I hereby declare that I am the person who executed the foregoing Articles of
Incorporation which execution is my own act and deed.
Executed February 10, 2000 at Santa Barbara, California.
KENNETH G. EADE
__________________________
KENNETH G. EADE
EXHIBIT 3(a)2
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
MOLUCCUAN CORPORATION
A California corporation
The undersigned hereby certifies as follows:
ONE: That they are the president and secretary, respectively, of MOLUCCUAN
CORPORATION, a California corporation.
TWO: That, at a meeting of the Shareholders and the Board of directors on
August 19, 2000, the Corporation resolved to amend Article FIRST and FIFTH of
its Articles of Incorporation, as follows:
RESOLVED, that the Corporation amend its Articles of Incorporation,
Article First and Fifth, as follows:
"FIRST: The name of this corporation is: SPICOLOGY, INC.
"FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common, par value $.001, and the total amount of shares which this
corporation is authorized to issue is One hundred million (100,000,000).
THREE: This amendment was approved by the required vote of shareholders in
accordance with the corporations law of the state of California. The total
number of outstanding shares of each class entitled to vote for the amendment
is: Two million (2,000,000) shares. The number of shares of each class voting
for the amendment equaled or exceeded the vote required, that being over fifty
(50%) percent. The amendment was approved by a vote of Two Million (2,000,000)
shares, equaling 100% of all shares entitled to vote.
35
Rick Feinstein
Dated: August 20, 2000
RICK FEINSTEIN, President
Rick Feinstein
Dated: August 20, 2000 __________________________________
RICK FEINSTEIN, Secretary
We, the undersigned, hereby declare, under penalty of perjury, in
accordance with the laws of the State of California, that we are the President
and Secretary of the above-referenced
corporation, that we executed the above-referenced Certificate of Amendment to
Articles of Incorporation, that we have personal knowledge of the information
contained therein, and that the information contained therein is true and
correct.
/s/ Rick Feinstein
----------------------------------
RICK FEINSTEIN, President
/s/ Rick Feinstein
__________________________________
RICK FEINSTEIN, Secretary
EXHIBIT 3(b)
BY-LAWS OF SPICOLOGY, INC.
BYLAWS OF
SPICOLOGY, INC.
A California Corporation
OFFICES
-------
1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the corporation is hereby fixed and located at 809 Ocean Avenue,
Seal Beach, CA. The Board of directors is hereby granted full power and
authority to change the place of said principal office.
2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the Board of directors at any place or places where the
corporation is qualified to do business.
36
SHAREHOLDERS
------------
3. PLACE OF MEETINGS. Shareholders' meetings shall be held at the
principal office for the transaction of the business of this corporation in the
State of California, or at such other place as the Board of directors shall, by
resolution, appoint.
4. ANNUAL MEETINGS. The annual meetings of shareholders shall be held
in the month of March in each year. At such meeting Directors shall be elected;
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.
Written notice of each annual meeting shall be mailed to each
shareholder entitled to vote, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation
for the purpose of notice. If a shareholder gives no address, notice shall be
deemed to have been given if sent by mail or other means of written
communication addressed to the place where the principal executive office of
the corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be mailed, postage prepaid, to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meeting. Such notices shall specify the place, the day, and the hour of such
meeting, the names of the nominees for election as Directors if Directors are
to be elected at the meeting, and those matters which the Board of directors
intends to present for action by the shareholders, and shall state such other
matters, if any, as may be expressly required by statute.
5. SPECIAL MEETINGS. Special meetings of the shareholders, may be
called at any time by the Chairman of the Board of directors, if any, the
President or any Vice President, or by the Board of directors, or by one or
more shareholders holding not less than ten (10%) percent of the voting power
of the corporation. Except in special cases where other express provision is
made by statute, notice of such special meeting shall be given in the same
manner as for an annual meeting of shareholders. Said notice shall specify the
general nature of the business to be transacted at the meeting. No business
shall be transacted at a special meeting except as stated in the notice sent to
shareholders, unless by the unanimous consent of all shareholders represented
at the meeting, either in person or by proxy. Upon written request to the
Chairman of the Board, the President, the Secretary or any Vice President of
the corporation by any person (but not the Board of directors) entitled to call
a special meeting of shareholders, the person receiving such request shall
cause a notice to be given to the shareholders entitled to vote that a meeting
will be held at a time requested by the person calling the meeting not less
than thirty-five (35) nor more than sixty (60) days after the receipt of the
request.
37
6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.
Notice of an adjourned meeting need not be given if (a) the meeting is
adjourned for forty-five (45) days or less, (b) the time and place of the
adjourned meeting are announced at the meeting at which the adjournment is
taken, and (c) no new record date is fixed for the adjourned meeting.
Otherwise, notice of the adjourned meeting shall be given as in the case of an
original meeting.
7. VOTING. Except as provided below or as otherwise provided by the
Articles of Incorporation or by law, a shareholder shall be entitled to one
vote for each share held of record on the record date fixed for the
determination of the shareholders entitled to vote at a meeting or if no such
date is fixed, the date determined in accordance with law. Upon the demand of
any shareholder made at a meeting before the voting begins, the election of
Directors shall be by ballot. At every election of Directors, shareholders may
cumulate votes and give one candidate a number of votes equal to the number of
Directors to be elected multiplied by the number of votes to which the shares
are entitled or distribute votes according to the same principal among as many
candidates as desired; however, no shareholder shall be entitled to cumulate
votes for any one or more candidates unless such candidate or candidates' name
has been placed in nomination prior to the voting and at least one shareholder
has given notice at the meeting prior to the voting of such shareholder's
intention to cumulate votes.
8. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, constitutes a quorum for the transaction of business. No
business may be transacted at a meeting in the absence of a quorum other than
the adjournment of such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of shareholders results in less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number is
required by law or the Articles of Incorporation. If a quorum is present at the
commencement of a meeting but the withdrawal of shareholders results in less
than a quorum, the affirmative vote of the majority of shares required to
constitute a quorum shall be the act of the shareholders unless the vote of a
larger number is required by law or the Articles of Incorporation. Any meeting
of shareholders, whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.
9. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy and if, either before or after the
38
meeting, each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the
holding of the meeting or an approval of the minutes of the meeting. For such
purposes a shareholder shall not be considered present at a meeting if, at the
beginning of the meeting, the shareholder objects to the transaction of any
business because the meeting was not properly called or convened or, with
respect to the consideration of a matter required to be included in the notice
for the meeting which was not so included, the shareholder expressly objects to
such consideration at the meeting.
10. ACTION WITHOUT MEETING. Except as provided below or by the
Articles of Incorporation, any action which may be taken at any meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having no less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote on such action were present and voted. Unless the
consents of all shareholders entitled to vote have been solicited in writing,
the corporation shall give, to those shareholders entitled to vote who have not
consented in writing, a written notice of (a) any shareholder approval obtained
without a meeting pursuant to those provisions of the California Corporations
Code set forth in Subsection 603(b)(l) of such Code at least ten (10) days
before the consummation of the action authorized by such approval, and (b) the
taking of any other action approved by shareholders without a meeting, which
notice shall be given promptly after such action is taken.
11. PROXIES. A shareholder may be represented at any meeting of
shareholders by a written proxy signed by the person entitled to vote or by
such person's duly authorized attorney-in-fact. A proxy must bear a date within
eleven (11) months prior to the meeting, unless the proxy specifies a different
length of time. A revocable proxy is revoked by a writing delivered to the
Secretary of the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy.
12. ELECTION INSPECTORS. One or three election inspectors may be
appointed by the Board of directors in advance of a meeting of shareholders or
at the meeting by the Chairman of the meeting. If not previously chosen, one or
three inspectors shall be appointed by the Chairman of the meeting if a
shareholder or proxyholder so requests. When inspectors are appointed at the
request of a shareholder or proxyholder, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors shall be
chosen. The election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and determine the
results of voting and shall do all other acts necessary or helpful to the
expeditious and impartial conduct of the vote. If there are three inspectors,
the decision, act or certificate of a majority of the inspectors is effective
as if made by all.
39
DIRECTORS
---------
13. POWERS. Subject to limitations of the Articles of Incorporation,
the Bylaws, and the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
Directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and affairs of the
corporation shall be managed by, the Board of directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby
expressly declared that the Directors shall have the following powers:
(a) To select and remove all of the other officers, agents
and employees of the corporation, prescribe such powers and duties for them as
may be consistent with law, with the Articles of Incorporation, or the Bylaws,
fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and business
of the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as
they may deem best.
(c) To change the principal office for the transaction of the
business of the corporation from one location to another within the same county
as provided in Section 1 hereof; to fix and locate from time to time one or
more subsidiary offices of the corporation within or without the State of
California, as provided in Section 2 hereof; to designate any place within or
without the State of California for the holding of any shareholders' meeting or
meetings; and to prescribe the forms of certificates of stock, and to alter the
form of such certificates from time to time, as in their judgment they may deem
best, provided such certificates shall at all times comply with the provisions
of law.
(d) To authorize the issuance of shares of capital stock of
the corporation from time to time, upon such terms as may be lawful.
(e) To borrow money and incur indebtedness for the purposes
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidence of debt and securities therefor.
14. NUMBER OF DIRECTORS. The authorized number of Directors of this
corporation shall be three (3) until changed by amendment of the Articles of
Incorporation or by a By-Law duly adopted by the shareholders amending this
Section 14.
15. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, Directors shall be elected to hold office until the next annual
meeting. Each Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which the Director was elected
and until a successor has been elected. The Board of directors may declare
40
vacant the office of a Director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of directors not
caused by removal may be filled by a majority of the Directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
Director. The shareholders may elect a Director at any time to fill any vacancy
not filled, or which cannot be filled, by the Board of directors.
16. REMOVAL. Except as described below, any or all of the Directors
may be removed without cause if such removal is approved by the affirmative
vote of a majority of the outstanding shares entitled to vote. Unless the
entire Board of Directors is so removed no Director may be removed if (a) the
votes cast against removal, or not consenting in writing to such removal, would
be sufficient to elect such Director if voted cumulatively at an election at
which the same total number of votes were cast or, if such action is taken by
written consent, all shares entitled to vote were voted, and (b) the entire
number of Directors authorized at the time of the Director's most recent
election were then being elected.
17. RESIGNATION. Any Director may resign by giving written notice to
the Chairman of the Board, the President, the Secretary or the Board of
Directors. Such resignation shall be effective when given unless the notice
specifies a later time. The resignation shall be effective regardless of
whether it is accepted by the corporation.
18. COMPENSATION. If the Board of directors so resolves, the
Directors, including the Chairman of the Board, shall receive compensation and
expenses of attendance for meetings of the Board of directors and of committees
of the Board. Nothing herein shall preclude any Director from serving the
corporation in another capacity and receiving compensation for such service.
19. COMMITTEES. The Board of directors may, by resolution adopted by a
majority of the authorized number of Directors, designate one or more
committees, each consisting of two or more Directors, to serve at the pleasure
of the Board. The Board may designate one or more Directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by resolution of the Board of directors, a
committee may exercise all of the authority of the Board to the extent
permitted by Section 311 of the California Corporations Code.
20. INSPECTION OF RECORDS AND PROPERTIES. Each Director may inspect
all books, records, documents and physical properties of the corporation and
its subsidiaries at any reasonable time. Inspections may be made either by the
Director or the Director's agent or attorney. The right of inspection includes
the right to copy and make extracts.
21. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately
following each annual meeting of shareholders, the Board of directors shall
hold a regular meeting for the purposes of organizing the Board, election of
officers and the transaction of other business. The Board may establish by
resolution the times, if any, when other regular meetings of the Board shall be
42
held. All meetings of Directors shall be held at the principal executive office
of the corporation or at such other place, within or without California, as
shall be designated in the notice for the meeting or in a resolution of the
Board of Directors. Directors may participate in a meeting through use of
conference telephone or similar communications equipment so long as all
Directors participating in such meeting can hear each other.
22. CALL. Meetings of the Board of directors, whether regular or
special, may be called by the Chairman of the Board, the President, the
Secretary, or any Director.
23. NOTICE. Regular meetings of the Board of directors may be held
without notice if the time of such meetings has been fixed by the Board.
Special meetings shall be held upon four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph, and regular meetings
shall be held upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice need specify the purpose of any regular
or special meeting. If a meeting is adjourned for more than 24 hours, notice of
the adjourned meeting shall be given prior to the time of such meeting to the
Directors who were not present at the time of the adjournment.
24. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of the Board of directors, however called and noticed or wherever held,
are as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding
the meeting or an approval of the minutes of the meeting. For such purposes, a
Director shall not be considered present at a meeting if, although in
attendance at the meeting, the Director protests the lack of notice prior to
the meeting or at its commencement.
25. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of directors may be taken without a meeting, if all the
members of the Board individually or collectively consent in writing to such
action.
26. QUORUM AND REQUIRED VOTE. A majority of the Directors then in
office shall constitute a quorum for the transaction of business, provided that
unless the authorized number of Directors is one, the number constituting a
quorum shall not be less than the greater of one-third of the authorized number
of Directors or two Directors.
Except as otherwise provided by Subsection 307(a)(8) of the California
Corporations Code, the Articles of Incorporation or these Bylaws, every act or
decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum is present is the act of the Board. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Directors, if any action taken is approved by at least a
majority of the required quorum for such meeting. A majority of the Directors
present at a meeting whether or not a quorum is present, may adjourn the
meeting to another time and place.
43
27. COMMITTEE MEETINGS. The principles set forth in Sections 21
through 26 of these Bylaws shall apply to committees of the Board of directors
and to actions by such committees.
28. LOANS. Except as provided by Section 315 of the California
Corporations Code, the vote or written consent of the holders of a majority of
the shares of all classes, regardless of limitations on voting rights, other
than shares held by the benefitted Director, officer or shareholder, shall be
obtained before this corporation makes any loan of money or property to or
guarantees the obligation of:
(a) Any Director or officer of the corporation, any Director
or officer of any of its parents, or any Director or officer of any of its
subsidiary corporations, directly or indirectly.
(b) Any person upon the security of the shares of the
corporation or the shares of its parent, unless the loan or guaranty is
otherwise adequately secured.
OFFICERS
--------
29. TITLES AND RELATION TO Board of directors. The officers of the
corporation shall include a President, a Secretary and a Treasurer. The Board
of Directors may also choose a Chairman of the Board and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any
number of offices may be held by the same person and, unless otherwise
determined by the Board, the Chairman of the Board and President shall be the
same person. Ml officers shall perform their duties and exercise their powers
subject to the direction of the Board of directors.
30. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting
after each annual meeting of shareholders, the Board of directors shall choose
the officers of the corporation. No officer need be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office
until their successors are chosen, except that the Board of directors may
remove any officer at any time. If an office becomes vacant for any reason, the
vacancy shall be filled by the Board.
31. RESIGNATION. Any officer may resign at any time upon written
notice to the corporation without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Such
resignation shall be effective when given unless the notice specifies a later
time. The resignation shall be effective regardless of whether it is accepted
by the corporation.
32. SALARIES. The Board of directors shall fix the salaries of the
Chairman of the Board and President and may fix the salaries of other employees
of the corporation including the other officers. If the Board does not fix the
salaries of the other officers, the President shall fix such salaries.
44
33. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of directors or prescribed by the
Bylaws.
34. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined
by the Board of directors, the President shall be the general manager and chief
executive officer of the corporation, shall preside at all meetings of the
Board of Directors and shareholders, shall be ex-officio a member of any
committees of the Board, shall effectuate orders and resolutions of the Board
of directors and shall exercise such other powers and perform such other duties
as the Board of Directors shall prescribe.
35. VICE PRESIDENT. In the absence or disability of the President, the
Vice President (or if more than one, the Vice Presidents in order of their rank
as fixed by the Board of directors, or if not so ranked, the Vice President
designated by the Board of directors) or, if none, the Secretary or Treasurer,
shall perform all the duties of the President, and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the President.
The Vice President or, if none, the Secretary or Treasurer, shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of directors or the Bylaws.
36. SECRETARY. The Secretary shall have the following powers and
duties:
(a) Record of Corporate Proceedings. The Secretary shall
attend all meetings of the Board of directors and its committees and shall
record all votes and the minutes of such meetings in a book to be kept for that
purpose at the principal executive office of the corporation or at such other
place as the Board of directors may determine. The Secretary shall keep at the
corporation's principal executive office, if in California, or at its principal
business office in California, if the principal executive office is not in
California, the original or a copy of the Bylaws, as amended.
(b) Record of Shares. Unless a transfer agent is appointed by
the Board of directors to keep a share register, the Secretary shall keep at
the principal executive office of the corporation a share register showing the
names of the shareholders and their addresses, the number and class of shares
held by each, the number and date of certificates issued, and the number and
date of cancellation of each certificate surrendered for cancellation.
(c) Notices. The Secretary shall give such notices as may be
required by law or these Bylaws.
(d) Additional Powers and Duties. The Secretary shall
exercise such other powers and perform such other duties as the Board of
directors or President shall prescribe.
37. TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer of the
corporation shall be its chief financial officer. Unless otherwise determined
by the Board of directors, the Treasurer shall have custody of the corporate
45
funds and securities and shall keep adequate and correct accounts of the
corporation's properties and business transactions. The Treasurer shall
disburse such funds of the corporation as may be ordered by the Board of
directors, taking proper vouchers for such disbursements, shall render to the
President and Directors, at regular meetings of the Board of directors or
whenever the Board may require, an account of all transactions and the
financial condition of the corporation and shall exercise such other powers and
perform such other duties as the Board of Directors or President shall
prescribe.
38. OTHER OFFICERS. The other officers (if any) of this corporation
shall perform such duties as may be assigned to them by the Board of directors.
Shares
------
39. CERTIFICATES. A certificate or certificates for shares of the
capital stock of the corporation shall be issued to each shareholder when any
such shares are fully paid up. All such certificates shall be signed by the
Chairman of the Board, the President or a Vice President and the Secretary or
Assistant Secretary.
40. TRANSFERS OF ShareS OF CAPITAL STOCK. Transfers of shares shall be
made only upon the transfer books of this corporation, kept at the office of
the
corporation or transfer agent designated to transfer such shares, and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation.
41. REGISTERED ShareHOLDERS. Registered shareholders only shall be
entitled to be treated by the corporation as the holders in fact of the shares
standing in their respective names and the corporation shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of California.
42. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new
stock certificate to be issued in place of any certificate previously issued by
the corporation alleged to have been lost, stolen or destroyed. The corporation
may, at its discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating that such
certificate was lost, stolen or destroyed, or to give the corporation a bond or
other security sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction or the issuance of a new certificate.
43. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of directors may
fix a time, in the future, not more than sixty (60) nor less than ten (10) days
prior to the date of any meeting of shareholders, or not more than sixty (60)
days prior to the date fixed for the payment of any dividend or distribution,
or for the allotment of rights, or when any change or conversion or exchange of
46
shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion, or
exchange of shares, and in such case except as provided by law, only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive such dividend, distribution, or allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed as aforesaid. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of directors fixes a new record
date. The Board of directors shall fix a new record date if the adjourned
meeting takes place more than 45 days from the date set for the original
meeting.
44. TRANSFER AGENTS AND REGISTRARS. The Board of directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars, who
shall be appointed at such times and places as the requirements of the
corporation may necessitate and the Board of directors may designate.
AMENDMENTS
----------
45. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws may be
amended or repealed:
(a) At any annual meeting, or other meeting of the shareholders called for that
purpose by the vote of shareholders holding more than fifty percent (50%) of
the issued and outstanding shares of the corporation; or
(b) Without a meeting, by written consent of shareholders holding more than
fifty percent (50%) of the issued and outstanding shares of the corporation; or
(c) By a majority of the Directors of the corporation; provided, however, that
a greater vote of shareholders or Directors shall be necessary if required by
law or by the Articles of Incorporation; and provided, further, that Section 14
(number of Directors) and this Section 45 shall be amended or repealed only by
the vote or written consent of shareholders holding not less than a majority of
the issued and outstanding voting shares of the corporation. Section 14 shall
not be amended to reduce the number of Directors below two if the votes cast
against its adoption at a meeting or the shares not consenting in the case of
an action by written consent are equal to more than sixteen and two-thirds
percent (16-2/3%) of the outstanding shares entitled to vote.
46. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is
adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in
the appropriate place. If any Bylaws or Bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written assent
was filed shall be stated in said book.
47
CORPORATE SEAL
--------------
47. FORM OF SEAL. The corporation may adopt and use a corporate seal
but shall not be required to do so. If adopted and used, the corporate seal
shall be circular in form, and shall have inscribed thereon the name of the
corporation, the date of its incorporation and the word "California
MISCELLANEOUS
-------------
48. CHECKS DRAFTS, ETC. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time shall be determined by
resolution of the Board of directors.
49. CONTRACT, ETC., HOW EXECUTED. The Board of directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.
50. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The Chairman of the Board, the President or any Vice President and the
Secretary or Assistant Secretary of this corporation are authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to
any and all shares of any other corporation or corporations standing in the
name of this corporation. The authority herein granted to said officers to vote
or represent on behalf of this corporation any and all shares held by this
corporation in any other corporation or corporations may be exercised either by
such officers in person or by any other person authorized so to do by proxy or
power of attorney duly executed by said officers.
51. INSPECTION OF BYLAWS. The corporation shall keep in its principal
office for the transaction of business the original or a copy of these Bylaws
as amended or otherwise altered to date, certified by the Secretary, which
shall be open to inspection by the shareholders at all reasonable times during
office hours.
52. ANNUAL REPORT. The annual report to shareholders specified in Section 1501
of the California Corporations Code is dispensed with except as the Board of
Directors may otherwise determine, so long as there are less than 100 holders
of record of the corporation's shares. Any such annual report sent to
shareholders shall be sent at least 15 days prior to the next annual meeting of
shareholders.
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53. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the
general provisions, rules and construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.
SIGNATURES
----------
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being the Directors of SPICOLOGY, INC., as of the
2nd day of April, 2000, assent to the foregoing Bylaws and adopt the same as
the Bylaws of the said corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names the 2nd day of April,
2000.
/s/ Rick Feinstein
--------------------------
RICK FEINSTEIN
Exhibit 4(a)
SPECIMEN OF COMMON STOCK CERTIFICATE
[________]NUMBER
SHARES[________]
AUTHORIZED COMMON STOCK; 100,000,000 SHARES PAR VALUE $.001 NOT VALID UNLESS
COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF
CALIFORNIA COMMON STOCK
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF SPICOLOGY, INC. COMMON STOCK
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
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Dated:
[SEAL OF SPICOLOGY, INC.]
/s/ Rick Feinstein
- ------------------------------------
Rick Feinstein, President, Secretary
By: Richard M. Day
American Registrar and Transfer Company
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank) ,
or a trust company.
The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to
Minors of survivorship and not as
Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -
- -------------------------------------- - ------------- ---------
- ---------------- ________________________________________________________
______ ___ _________ (Please print or typewrite name and address including
zip code of assignee)
________________________________________________________ ______ ___
_________ ________________________________________________________ ______
___ _________ ________________________________________________________
______ ___ _________ Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________ ______ ___ _________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated:________________
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
November 21, 2000
Board of directors
SPICOLOGY, INC.
827 State Street, Suite 12
Santa Barbara, CA 93101
Re: Registration of SPICOLOGY, INC. common stock on Form SB-2
Gentlemen:
The undersigned is counsel for SPICOLOGY, INC. I have been requested to render
an opinion on the legality of the 200,000 shares of Spicology proposed to be
sold pursuant the Spicology's Registration statement on Form SB-2. In rendering
this opinion, I have reviewed Spicology's Registration on Form SB-2,
Spicology's company articles of incorporation and by laws and other corporate
documents. All representations made to me in Spicology documents and by company
officers and directors are deemed to be accurate. It is further my opinion
that:
1. Spicology is a corporation duly organized, validly existing and in good
standing and is qualified to do business in each jurisdiction in which such
qualification is required.
2. That the shares of common stock to be issued by Spicology have been reserved
and properly approved by Spicology's Board of directors.
3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, legally issued, and are a valid and binding obligation of the
corporation.
4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state jurisdictions
in which they will be sold.
I consent to the use of this opinion in Spicology's Registration statement on
Form SB-2. Please feel free to contact the undersigned should you have any
further questions regarding this matter.
Very truly yours,
Kenneth G. Eade
KENNETH G. EADE
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EXHIBIT 10. AGREEMENT FOR LEGAL SERVICES
KENNETH G. EADE
827 State Street, Suite 12
Santa Barbara, CA 93101
805-560-9828
ATTORNEY-CLIENT FEE CONTRACT
This ATTORNEY-CLIENT FEE CONTRACT (Contract) is entered into by and between
Spicology, Inc., a corporation to be formed, hereinafter referred to as "Client";
and KENNETH G. EADE, Esq. Attorney at Law (Attorney), on April 1, 2000.
1. CONDITIONS: This Contract will not take effect and the Attorney will have
no obligation to provide legal service until Client returns a signed copy of this
Contract and pay the deposit called for under paragraph 4.
2. SCOPE OF SERVICE: Client hires Attorney to provide legal
services with reference to: corporate formation (already formed corporation),
minutes, by-laws, amendment to articles of incorporation and consultation relative
to formulation of a plan of operations.
All work shall include include all necessary telephone contact with client,
client's representatives, market makers, and state and federal regulatory
agencies.
3. CLIENT'S DUTIES: Client shall be truthful with Attorney, cooperate with
Attorney, keep Attorney informed of developments, abide by this Contract, pay
Attorney's bills on time and keep Attorney advised of Client's address, telephone
number and whereabouts.
4. FIXED FEE: Client and Attorney agree that Client shall pay a fixed fee
of $500.00, for Attorney's services under this contract. The fixed fee shall
cover all of attorney's expenses. In addition to the fixed fee, Client shall
issue to Attorney 100,000 shares of common stock of Client. Attorney shall have
no obligation whatsoever to provide services to Client until the fixed fee is paid
in full. Unless the fee retained would be unconscionable, the fixed fee is earned
upon receipt, and no portion of it will be refunded once any substantial services
have been performed. Any services requested by Client not specifically provided
in this retainer agreement shall be billed at Attorney's regular hourly rate of
$350.00 per hour.
5. COSTS AND EXPENSES: In addition to paying legal fees, Client shall be
responsible for all costs incurred herein, including, but not limited to filing
fees and printing costs.
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Attorney shall inform Client of the amount of said costs, and Client shall pay
them directly to the provider of the services. The Attorney agrees to make a
reasonable effort to confer with the Client about incurring various costs which
might be necessary to pursue this action. Client agrees that, to the extent that
Attorney confers with Client with respect to incurring costs, Client has an option
as to whether or not the Client wishes to incur such costs. However, the Client
also understands and agrees that if Client does not wish to incur certain costs,
neither Attorney nor any person acting on his behalf has any responsibility for
advancing such costs even if failure to do so would jeopardize this action.
Client further understands and agrees that in the course of this action it
may sometimes be impracticable for the Attorney to obtain Client's approval prior
to incurring certain costs. Client hereby authorizes the Attorney to advance costs
on behalf of Client not to exceed the sum of $300.00 for any one item of costs
without the prior approval of Client. The Client understands and agrees that while
Attorney may choose to advance such costs, neither they nor any person acting on
his behalf has any obligation to do so even if failure to do so would jeopardize
this action. Client shall reimburse Attorney for any advanced costs as such costs
are billed to Client.
6. DISCHARGE AND WITHDRAWAL: Client may discharge Attorney at any time.
Attorney may withdraw with client's consent or for good cause. Good cause
includes, but is not limited to, Client 's breach of this Contract, Client's
refusal to cooperate with Attorney or to follow Attorney's advice on a material
matter or any other fact or circumstance that would render Attorney's continuing
representation unlawful or unethical.
In the event that Client discharges the Attorney and requests Client's file
from Attorney, said file shall promptly be made available for Client subject to
the provisions of paragraph 12. Client is advised Attorney is self insured and
maintains no errors and omissions insurance coverage applicable to the services
rendered.
7. CONCLUSION OF SERVICES: When Attorney's services conclude, all unpaid
charges shall become immediately due and payable.
8. DISCLAIMER OF GUARANTEE: Nothing in the Contract and nothing in
Attorney's statements to Client will be construed as a promise or guarantee about
the outcome of Client's matter. Attorney makes no such promises or guarantees.
Attorney's comments about the outcome of Client's matter are expressions of
opinion only.
9.RETURN OF CLIENT'S FILE AND PROPERTY; In the event that Client requests
the Client 's file or property from Attorney, either because Client discharges the
Attorney; because the matter is concluded, or for any other reason, said file and
property shall promptly be made available for client. Attorney shall have a
reasonable time to copy the Client's file and the Client agrees to pay the
reasonable and actual charges therefor, not to exceed the sum of twenty-five cents
53
($.25) per page. Client further agrees to pay the reasonable and actual charges
for all shipping and /or postage costs to be incurred in the delivery of Client's
file and property to Client from Attorney.
In the event that Client has any sum on deposit with Attorney's trust at the
time Client requests Client's file and /or property, Client hereby authorizes
Attorney to withdraw the sums necessary to cover the copying costs or any shipping
and/or postage costs from such trust funds. Any remaining balance shall be due and
payable upon Client's receipt of the file and/or property.
10. LEGAL ACTION UNDER THIS CONTRACT: In the event that any legal action is
necessary to collect any amounts due and owing under this contract, the
prevailing party shall be entitled to all costs of suit, including reasonable
attorney's fees incurred therein.
11. EFFECTIVE DATE: This Contract will take effect when Client has performed
the conditions stated in paragraph 1, but its effective date will be retroactive
to the date Attorney first provided services. The date at the beginning of this
Contract is for reference only. Even if this Contract does not take effect, Client
will be obligated to pay Attorney the reasonable value of any services Attorney
may have preformed for Client.
12. ERRORS & OMISSIONS INSURANCE: Client hereby acknowledges that Attorney
carries no errors and omissions insurance which covers the services contemplated
herein. __________.
(Initial)
Dated:_________ The Law Offices Of
Kenneth G. Eade
/Kenneth G. Eade/
By:____________________________
CLIENT
/Rick Feinstein/
Dated:_________ _________________________
BY: Rick Feinstein
Title: President
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the inclusion of the independent accountant's report dated
November 2, 2000 and the related statements of income, stockholder's equity, and
cash flows for the years then ended in the Registration statement on Form SB-2,
and any other references to me in the registration statement.
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ROGELIO G. CASTRO
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
November 21, 2000
EXHIBIT
SUBSCRIPTION AGREEMENT
SPICOLOGY, INC.
809 Ocean Avenue
Seal Beach, California 90740
Gentlemen:
The undersigned has read and understands the matters set forth in your prospectus
dated December __, 2000. The undersigned represents as set forth below and
subscribes to purchase ________shares at $.50 per share, for $_______________,
provided that you accept this subscription. There is no minimum contingency and
proceeds may be utilized at the issuer's discretion. If any checks are delivered
to any NASD member, the member must promptly, by noon of the next business day,
transmit all checks received to the issuer or any person entitled to them. The
undersigned, if an individual, is a resident of, or, if a corporation, partnership
or trust, has as its principal place of business:
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated ,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
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