As filed with the Securities and Exchange Commission on August ___, 2000.
REGISTRATION NO. 333-80041
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
Amendment No. 5
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ACQUIREU.COM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 6770 65-0909194
(STATE OR JURISDICTION (PRIMARY STANDARD (IRS EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)
______________________
10888 Avenida Santa Ana
Boca Raton, Florida 33498
(954) 698-9377
(Address And Telephone Number Of Principal Executive Offices)
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(Address Of Principal Place Of Business Or Intended Principal Place Of Business)
______________________
DOUGLAS E. GREER
CHIEF EXECUTIVE OFFICER
ACQUIREU.COM, INC.
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(954) 698-9377
(Name, Address And Telephone Number Of Agent For Service)
______________________
COPIES OF COMMUNICATIONS TO:
SHUSTAK JALIL AND HELLER
545 MADISON AVENUE
NEW YORK, NY 10022
TELEPHONE NO.: (212) 688-5900
FACSIMILE NO.: (212) 688-6151
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
EACH CLASS BE MAXIMUM MAXIMUM REGISTRATION
OF SECURITIES REGISTERED OFFERING AGGREGATE FEE
TO BE REGISTERED PRICE OFFERING
PER SHARE PRICE
Common Stock, 100,000 $1.00 $100,000 $28.00
$0.001 par value
Total 100,000 $1.00 $100,000 $28.00
Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(A)
of The Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the commission, acting pursuant to said
Section 8(A), may determine.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet Showing the Location in Prospectus of Information
Required by Items of Form SB-2
Item No. Required Item Location of Caption in Prospectus
1. Forepart of the Registration Cover Page; Outside
Statement and Outside Front Front Page of
Cover of Prospectus Prospectus
2. Inside Front and Outside Back Inside Front and
Cover Pages of Prospectus Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary -
Determination of Offering Price;
Risk Factors
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Director, Executive Officer, Management
Management and Promoters and
Control Persons
11. Security Ownership of Certain Principal Shareholders
Beneficial Owners and Management
12. Description of Securities Description of
Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Statement as to Indemnification
15. Organization within Last Five Management; Certain Transactions
Years
16. Description of Business Proposed Business
17. Management's Discussion and
Analysis or Plan of Operation Plan of Operation
18. Description of Property Proposed Business
19. Certain Relationships and Certain Transactions
Related Transactions
20. Market for Common Equity and Prospectus Summary, Market for
Related Stockholder Matters Registrant's Common Stock and
Related Stockholders' Matters;
Shares Eligible for Future Sale
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Not Applicable
with Accountants on Accounting
and Financial Disclosure
PART II
24. Indemnification of Director Indemnification of
and Officer Director and Officer
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
Subject To Completion, Dated August ___, 2000
INITIAL PUBLIC OFFERING
PROSPECTUS
ACQUIREU.COM, INC.
100,000 SHARES OF COMMON STOCK
$1.00 PER SHARE
Acquireu.com, Inc. is a startup company organized in the State of Florida to
pursue a business combination in the Internet industry.
We are offering these shares through our president, Mr. Douglas E. Greer,
without the use of a professional underwriter. We will not pay commissions on
stock sales.
This offering will expire 90 days from the date of this prospectus. The
offering may be extended for an additional 90 days at our sole election.
This is our initial public offering, and no public market currently exists
for our shares. The offering price may not reflect the market price of our
shares after the offering.
___________________
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See "Risk Factors" beginning on page 8.
_____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
_____________________
Offering Information
Per share Total
Initial public offering price $1.00 $100,000.00
Underwriting discounts/commissions (1) $ .00 $ .00
Estimated offering expenses (1) $ .00 $ .00
Net offering proceeds to Acquireu.com, Inc. $1.00 $100,000.00(1)
(1) Does not include offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $10,028.
The date of this prospectus is August ___, 2000
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
LIMITED STATE REGISTRATION 4
SUMMARY FINANCIAL INFORMATION 4
RISK FACTORS 8
No Access to Your Funds while Held In Escrow. 8
Failure of Sufficient Number of Investors to Reconfirm Investment. 8
Extremely Limited Capitalization. 9
No Transfer of Escrowed Securities. 9
Conflict of Interest - Management's Fiduciary Duties. 9 9
Possible Disadvantages of Blank Check Offering. 10
Lack of Diversification. 10
Regulation. 10
Limitations on Share Resale. 11
No Underwriter. 11
Opting Out of Some Provisions of Florida Law. 12
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419 12
DILUTION 13
USE OF PROCEEDS 14
CAPITALIZATION 16
PROPOSED BUSINESS 16
PLAN OF OPERATION 21
RELATED PARTY TRANSACTIONS 22
DESCRIPTION OF CAPITAL STOCK 22
SHARES ELIGIBLE FOR FUTURE SALE 24
MANAGEMENT 25
PRINCIPAL SHAREHOLDERS 27
CERTAIN TRANSACTIONS 28
WHERE CAN YOU FIND MORE INFORMATION? 28
MARKET FOR OUR COMMON STOCK 29
REPORTS TO STOCKHOLDERS 30
PLAN OF DISTRIBUTION 30
LEGAL PROCEEDINGS 32
LEGAL MATTERS 32
EXPERTS 32
FINANCIAL STATEMENTS F-1
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this prospectus shall not under any circumstances
create any implication that there has not been any change in our affairs
since the date hereof; however, any changes that may have occurred are not
material to an investment decision. In the event there have been any material
changes in our affairs, a post-effective amendment will be filed. We reserve
the right to reject any order, in whole or in part, for the purchase of any
of the shares offered.
Until 90 days after the date when the funds and securities are released from
the escrow account, all dealers effecting transactions in the shares, whether
or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters to their unsold allotments or
subscriptions.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus. Because this is a summary, it may not contain all of the
information that you should consider before receiving a distribution of our
common stock. You should read this entire prospectus carefully.
Acquireu.com, Inc.
We are a blank check company subject to Rule 419. We were organized as a
vehicle to acquire or merge with a business or company operating in the
Internet industry. We have no present plans, proposals, agreements,
arrangements or understandings to acquire or merge with any specific business or
company no have we identified any specific business or company for
investigation and evaluation for a merger with us.
Since our organization, our activities have been limited to the sale of
initial shares for our organization and our preparation in producing a
registration statement and prospectus for our initial public offering. We
will not engage in any substantive commercial business following the
offering. We maintain our office at 10888 Avenida Santa Ana, Boca Raton,
Florida 33498. Our phone number is (954) 698-9377.
The Offering
Securities offered 100,000 shares of common stock, $0.001
par value, being offered at $1.00 per
share.
Common stock outstanding 917,500 shares
prior to the offering
Common stock to be 1,017,500 shares
outstanding after the offering
LIMITED STATE REGISTRATION
Initially, our securities may be sold in New York State only pursuant to
filings in the State of New York. Therefore, you may only resell your shares
in New York State.
SUMMARY FINANCIAL INFORMATION
The table below contains certain summary historical financial data for the
Company. The historical financial data for the period ended June 30, 2000 has
been derived from our audited financial statements appearing elsewhere in this
prospectus and should be read in conjunction with those financial statements and
notes thereto.
June 30, 2000
INCOME STATEMENT:
Net Sales $ 0
Net Income before extraordinary items ($21,322)
Net Income ($21,322)
BALANCE SHEET (at end of period):
Working Capital $ 2,353
Total Assets $ 5,853
Total Assets less deferred research and
development charges and excess of
cost of assets acquired over book value $ 5,853
Total Indebtedness $ 3,500
Total Shareholders Equity
(Net Assets) $12,353
PER SHARE(1):
Income per common share before
extraordinary items $(0.023)
Extraordinary items $ 0
Net Income per common share (at end of period) $(0.023)
Net Income per share on a fully dilated basis $(0.023)
(1) Number of shares of common stock outstanding during period was 917,500.
Expiration Date
This offering will expire 90 days from the date of this prospectus. The
offering may be extended for an additional 90 days at our sole election.
Risk Factors
Investments in our securities are highly speculative, involve a high degree
of risk, and should be purchased only by you if you can afford to lose your
entire investment.
Determination of Offering Price
The offering price of $1.00 per share for the shares has been arbitrarily
determined by us. This price bears no relation to our assets, book value, or
any other customary investment criteria, including our prior operating
history. Among factors considered by us in determining the offering price
were:
--Estimates of our business potential
--Our limited financial resources
--The amount of equity desired to be retained by present shareholders
--The amount of dilution to the public
--The general condition of the securities markets
Use of Proceeds
Of the $100,000 offering proceeds deposited into the escrow account, 10% or
$10,000 may be released to us prior to a confirmation offering in which you
reconfirm your investment in accordance with procedures required by Rule 419.
However, we do no intend to request release of these funds from the escrow
account. This offering is contingent on the entire offering being sold and will
be sold on a first come, first served basis. Management may purchase a
portion of the offering to close the offering, but in no event greater than
20% of the total offering. If subscriptions exceed the amount being offered,
these excess subscriptions will be promptly refunded without deductions for
commissions or expenses. Accordingly, we will receive all of the escrowed
funds in the event a business combination is closed under the provisions of
Rule 419.
We have not incurred and do not intend to incur in the future any debt from
anyone other than management for our organizational activities. Debt to
management will not be repaid. Management is not aware of any circumstances
under which this policy, through its own initiative, may be changed.
Accordingly, no portion of the proceeds are being used to repay debt. It is
anticipated that a portion of the funds released from escrow will be used to
pay the $3,500 accrued salary to our president, and the expenses of the
offering totaling $10,028.
RISK FACTORS
No access to your funds while held in escrow.
If we are unable to locate an acquisition candidate meeting these acquisition
criteria, you will have to wait 18 months from the date of this prospectus
before a proportionate portion of your funds are returned, without interest.
You will be offered return of your proportionate portion of the funds held in
escrow only upon the reconfirmation offering required to be conducted upon
execution of an agreement to acquire an acquisition candidate which
represents 80% of the maximum offering proceeds.
Failure of sufficient number of investors to reconfirm investment.
A business combination with an acquisition candidate cannot be closed unless,
for the reconfirmation offering required by Rule 419, we can successfully
convince you and a sufficient number of investors representing 80% of the
maximum offering proceeds to elect to reconfirm your investments. If, after
completion of the reconfirmation offering, a sufficient number of investors do
not reconfirm their investment, the business combination will not be closed.
In such event, none of the securities held in escrow will be issued and the
funds will be returned to you on a proportionate basis.
Extremely limited working capital.
As of June 30, 2000, the Company had $1,353 of working capital. Assuming the
successful completion of this offering, we will receive net proceeds of
approximately $100,000, all of which must be deposited in the escrow account.
It is unlikely that we will need additional funds, but we may if an
acquisition candidate insists we obtain additional capital. We may require
additional financing in the future in order to close a business combination.
This financing may consist of the issuance of debt or equity securities.
These funds might not be available, if needed, or might not be available on
terms acceptable to us. Such financing will not occur without shareholder
approval.
No transfer of escrowed securities.
No transfer or other disposition of the escrowed securities is permitted
other than by will or the laws of descent and distribution, or under a
qualified domestic relations order as defined by the Internal Revenue Code of
1986 as amended, or Title 7 of the Employee Retirement Income Security Act, or
the related rules. Under Rule 15g-8, it is unlawful for any person to sell
or offer to sell the securities or any interest in or related to the
securities held in the Rule 419 escrow account other than under a qualified
domestic relations order in divorce proceedings. Therefore, any and all
contracts for sale to be satisfied by delivery of the securities and sales of
derivative securities to be settled by delivery of the securities are
prohibited. You are further prohibited from selling any interest in the
securities or any derivative securities whether or not physical delivery is
required.
Conflict of interest - Management's fiduciary duties.
Our director and officer are or may become, in their individual capacities,
an officer, director, controlling shareholder and/or partner of other
entities engaged in a variety of businesses. Douglas E. Greer is engaged in
business activities outside of us, and the amount of time he will devote to our
business will only be about five (5) to twenty (20) hours each per month.
There exist potential conflicts of interest including allocation of time
between us and such other business entities.
We will not purchase the assets of any company which is beneficially owned by
any of our officer, director, promoters, affiliates or associates.
Possible disadvantages of blank check offering.
Our business will most likely involve the acquisition of or merger with a
company which does not need substantial additional capital but which desires
to establish a public trading market for our shares. A company which seeks
our participation in attempting to consolidate our operations through a
merger, reorganization, asset acquisition, or some other form of combination
may desire to do so to avoid what they may deem to be adverse consequences of
themselves undertaking a public offering.
Factors considered may include:
--Time delays
--Significant expense
--Loss of voting control
--The inability or unwillingness to comply with various federal and
state laws enacted for your protection
In making an investment in us, you may be doing so under terms which may
ultimately be less favorable than making an investment directly in a company
with a specific business. You may not be afforded an opportunity to
specifically approve or consent to any particular stock buy-out transaction.
Lack of diversification.
In the event we are successful in identifying and evaluating a suitable
business combination, we will in all likelihood, be required to issue our
common stock in an acquisition or merger transaction. Inasmuch as our
capitalization is limited and the issuance of additional common stock will
result in a dilution of interest for present and prospective shareholders, we
will only negotiate one acquisition or merger.
Regulation.
Although we will be subject to regulation under the Securities Act of 1933,
as amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), management believes we will not be subject to
regulation under the Investment Company Act of 1940. The regulatory scope of
the Investment Company Act of 1940 was enacted principally for the purpose of
regulatory vehicles for pooled investments in securities, extends generally
to companies primarily in the business of investing, reinvesting, owning,
holding or trading securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which engages in activities which may
be deemed to be within the definition of the scope of certain provisions of
the Investment Company Act. We believe that our principal activities will
not subject us to regulation under the Investment Company Act. Nevertheless,
we might be deemed to be an investment company. The offering funds may be
invested primarily in certificates of deposit, interest bearing savings
accounts or government securities. In the event we are deemed to be an
investment company, we may be subject to certain restrictions relating to our
activities, including restrictions on the nature of our investments and the
issuance of securities. We have obtained no formal determination from the
Securities and Exchange Commission as to our status under the Investment
Company Act of 1940.
Limitations on share resale.
Initially, our securities may be sold in New York State only, and may be
resold by you in New York only.
No underwriter.
We are selling the shares through our president, Mr. Douglas E. Greer,
without the use of a professional securities underwriting firm.
Consequently, there may be less due diligence performed in conjunction with
this offering than would be performed in an underwritten offering.
Opting out of some provisions of Florida law.
We have elected to opt out of the affiliated transactions provision of
Florida law. This means that our transactions with management and persons or
entities that control or are controlled by management do not have to be done
in a manner required under that provision. The provision generally requires
approval by non-affiliated parties. Nonetheless, we have adopted certain
policies concerning affiliated transactions, as described in the section
entitled RELATED PARTY TRANSACTIONS. These policies have substantially the
same effect as the statute. We have elected to opt out of the control share
acquisition provision of Florida law. This means that a future issuance of
shares having 20% or more of the aggregate number of votes that can be cast
on any matter by our shareholders does not have to be done in a manner
required under that provision, which in general requires shareholder approval
of such a transaction.
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419
DEPOSIT OF OFFERING PROCEEDS AND SECURITIES
Rule 419 requires that offering proceeds, after deduction for underwriting
commissions, underwriting expenses and dealer allowances, if any, and the
securities purchased by you and other investors in this offering, be
deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by Rule 419. Under Rule 419,
the funds will be released to us and the securities will be released to you
only after we have met the following three basic conditions:
--First, we must execute an agreement for an acquisition of a business
or asset that will constitute our business and for which the fair
value of the business or net assets to be acquired represents at
least 80% of the maximum offering proceeds, but excluding
underwriting commissions, underwriting expenses and dealer
allowances, if any.
--Second, we must file a post-effective amendment to the registration
statement which includes the results of this offering including, but
not limited to, the gross offering proceeds raised to date, the
amounts paid for underwriting commissions, underwriting expenses and
dealer allowances, if any, amounts disbursed to us and amounts
remaining in the escrow account. In addition, we must disclose the
specific amount, use and appropriation of funds dispersed to us to
date, including, payments to officers, directors, controlling
shareholders or affiliates, specifying the amounts and purposes of
these payments, and the terms of a reconfirmation offer that must
contain conditions prescribed by the rules. The post-effective
amendment must also contain information regarding the acquisition
candidate and business, including audited financial statements.
--Third, we will mail to each investor within five business days of a
post-effective amendment, a copy of the prospectus contained
therein. The Reconfirmation Offering shall be made as described
under AProspectus Summary; Reconfirmation Offering.@
After we submit a signed representation to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is closed,
the escrow agent can release the funds and securities.
Accordingly, we have entered into an escrow agreement with First Union
National Bank which provides that:
--The proceeds are to be deposited into the escrow account maintained by
the escrow agent promptly upon receipt. While Rule 419 permits 10%
of the funds to be released to us prior to the reconfirmation
offering, we do not intend to release these funds. The funds and any
dividends or interest thereon, if any, are to be held for the sole
benefit of the investor and can only be invested in bank deposit,
money market mutual funds or federal government securities or
securities for which the principal or interest is guaranteed by the
federal government.
--All securities issued for the offering and any other securities issued
to such securities, including securities issued to stock split,
stock dividends or similar rights are to be deposited directly into
the escrow account promptly upon issuance. Your name must be
included on the stock certificates or other documents evidencing the
securities. The securities held in the escrow account are to
remain as issued, and are to be held for your sole benefit. You
retain the voting rights, if any, to the securities held in your
name. The securities held in the escrow account may neither be
transferred or disposed of nor any interest created in them other than
by will or the laws of descent and distribution, or under a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986 or Table 1 of the Employee Retirement Income
Security Act.
--Warrants, convertible securities or other derivative securities
relating to securities held in the escrow account may be exercised
or converted in accordance with their terms, provided that, however,
the securities received upon exercise or conversion, together with
any cash or other consideration paid for the exercise or conversion,
are to be promptly deposited into the escrow account.
Prescribed Acquisition Criteria
Rule 419 requires that, before the funds and the securities can be released,
we must first execute an agreement to acquire a candidate meeting certain
specified criteria. The agreement must provide for the acquisition of a
business or assets for which the fair value of the business represents at
least 80% of the maximum offering proceeds. The agreement must include, as a
precondition to its closing, a requirement that the number of investors
representing 80% of the maximum offering proceeds must elect to reconfirm
their investment. For purposes of the offering, the fair value of the
business or assets to be acquired must be at least $80,000 (80% of $100,000).
Post-Effective Amendment
Once the agreement governing the acquisition of a business meeting the
required criteria has been executed, Rule 419 requires us to update the
registration statement with a post-effective amendment. The post-effective
amendment must contain information about the proposed acquisition candidate
and their business, including audited financial statements, the results of
this offering and the use of the funds disbursed from the escrow account.
The post-effective amendment must also include the terms of the
reconfirmation offer mandated by Rule 419. The reconfirmation offer must
include certain prescribed conditions which must be satisfied before the
funds and securities can be released from escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation
offer must include the following conditions:
- --
The prospectus contained in the post-effective amendment will be sent to each
investor whose securities are held in the escrow account within 5 business
days after the effective date of the post-effective amendment.
- --
Each investor will have no fewer than 20 and no more than 45 business days
from the effective date of the post-effective amendment to notify us in
writing that the investor elects to remain an investor.
- --
If we do not receive written notification from any investor within 45
business days following the effective date, the proportionate portion of the
funds and any related interest or dividends held in the escrow account on
such investor's behalf will be returned to the investor within 5 business
days by first class mail or other equally prompt means.
- --
The acquisition will be closed only if a minimum number of investors
representing 80% of the maximum offering proceeds equaling $80,000 elect to
reconfirm their investment.
- --
If a closed acquisition has not occurred by February ___, 2002 (18 months
from the date of this prospectus), the funds held in the escrow account
shall be returned to all investors on a proportionate basis within 5 business
days by first class mail or other equally prompt means.
Release of Securities and Funds
The funds will be released to us, and the securities will be released to you,
only after:
- --
The escrow agent has received a signed representation from us and any other
evidence acceptable by the escrow agent that:
- --
We have executed an agreement for the acquisition of an acquisition candidate
for which the fair market value of the business represents at least 80% of the
maximum offering proceeds and has filed the required post-effective amendment.
- --
The post-effective amendment has been declared effective.
- --
We have satisfied all of the prescribed conditions of the reconfirmation offer.
--The closing of the acquisition of the business with a fair value of at
least 80% of the maximum proceeds.
<R<>/R>
DILUTION
The difference between the initial public offering price per share of common
stock and the net tangible book value per share after this offering
constitutes the dilution to investors in this offering. Net tangible book
value per share of common stock is determined by dividing our net tangible
book value (total tangible assets less total liabilities) by the number of
shares of common stock outstanding.
As of June 30, 2000, our net tangible book value was ($3800) or ($0.004) per
share of common stock. Net tangible book value represents the amount of our
total assets, less any intangible assets and total liabilities. After giving
effect to the sale of the 100,000 shares of common stock offered through this
prospectus (at an initial public offering price of $1.00 per share), and after
deducting estimated expenses of the offering), our adjusted pro forma net
tangible book value as of June 30, 2000, would have been $86,200 or ($0.85)
per share. This represents an immediate increase in net tangible book value
of $0.089 per share to existing shareholders and an immediate dilution of
$0.915 per share to investors in this offering. The following table illustrates
this per share dilution:
Public offering price per share $1.00
Net tangible book value per share before offering ($ 0.004)
Pro-forma net tangible book value per share after offering ($ 0.85)
Increase per share attributable to new investors $0.089
Pro-forma dilution per share to new investors $0.915
Number of Shares
Before Offering
917,500
Money Received for Shares
Before Offering
$33,675
Net Tangible Book Value Per
Share Before Offering
($0.004)
Total Number of Shares
After Offering
1,017,500
Total Amount Of Money
Received For Shares
$133,675
Pro-Forma Net Tangible
Book Value Per Share
After Offering
($0.85)
Net Tangible Book
Value Per Share
Before Offering
($0.004)
Pro-Forma
Increase Per Share
Attributed To Shares
Offered Hereby
0.089
Public Offering Price Per Share
$1.00
Pro-Forma Net Tangible Book
Value Per Share After Offering
($0.85)
Pro-Forma Dilution to Public
(Your Dilution)
$0.915
As of the date of this prospectus, the following table sets forth the percentage
of equity to be purchased by investors in this offering compared to the
percentage of equity to be owned by the present stockholders, and the
comparative amounts paid for the shares by the investors in this offering as
compared to the total consideration paid by our present stockholders.
Shares Percentage of Total
Purchased Equity Consideration
New Investors 100,000 9.83% $100,000
Existing shareholders 917,500 90.17% $ 33,675
USE OF PROCEEDS
The gross proceeds of this offering will be $100,000. While Rule 419, prior
to the reconfirmation of the offering permits, 10% of the funds ($10,000) to
be released from escrow to us. We do not intend to request release of these
funds. This offering is contingent on the entire offering being sold and
will be sold on a first come, first served basis. Management may purchase a
portion of the offering to close the offering, but in no event greater than
20% of the total offering. If subscriptions exceed the amount being offered,
these excess subscriptions will be promptly refunded without deductions for
commissions or expenses. Accordingly, we will receive these funds in the
event a business combination is closed in accordance with Rule 419.
Under Rule 419, after the reconfirmation offering and the closing of the
business combination, and assuming the successful completion of this
offering, $100,000, plus any dividends received, but less any amount returned
to investors who did not reconfirm their investment under Rule 419, will be
released to us.
Amount Percent
Offering Expenses(1) $ 10,028 10.028%
Accrued Salaries(2) $ 3,500 3.5 %
Working Capital(3) $ 86,472 86.472%
Total(4) $100,000 100 %
(1) Offering costs include filing, printing, legal, accounting, transfer
agent and escrow agent fees.
(2) It is anticipated that a portion of the funds will be used to pay the
$3,500 accrued salary to our president. Management believes that this is in
our best interest as a company because it reduces the amount of liabilities
an acquisition candidate must assume in the merger, and thus, may facilitate
an acquisition transaction.
(3) It is anticipated that the entire amount of proceeds for working
capital will be given to the acquisition candidate.
(4) All offering proceeds will be held in escrow pending a business
combination. We will not request a release of 10% of these funds under Rule 419.
Other than the $3,500 in accrued salary to our president, no compensation
will be paid or due or owing to any officer or director until after a
business combination is closed.
The proceeds received in this offering will be put into the escrow account
pending closing of a business combination and reconfirmation. Such funds will
be in an insured depository institution account in either a certificate of
deposit, interest bearing savings account or in short term government
securities as placed by First Union National Bank.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2000, and
pro-forma as adjusted to give close to the sale of 100,000 shares offered by us.
Actual As Adjusted
Long-term debt -- --
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
917,500 shares and 1,017,500
shares, pro-forma as adjusted 918 1,018
Additional paid-in capital 32,757 127,657
Deficit accumulated during the
development period <27,475> <27,475>
Total stockholders equity 6,200 86,200
Total Capitalization 6,200 86,200
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Florida on April 5, 1999.
Since inception, our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to
pursue a business combination in the Internet industry. We have not engaged
in any preliminary efforts intended to identify possible business combination
and have neither conducted negotiations concerning nor entered into a letter
of intent concerning any such acquisition candidate.
Our initial public offering will comprise 100,000 shares of common stock at a
purchase price of $1.00 per share.
We are filing this registration statement in order to initiate a public
offering for our securities.
Operations
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business
combinations presented to us by persons or firms who or which desire to
employ our funds in their business or who seek the perceived advantages of a
publicly-held corporation. Our principal business objective will be to seek
long-term growth potential in a business combination in the Internet industry
rather than to pursue immediate, short-term earnings.
We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money loaned by management. Persons
purchasing shares in this offering and other shareholders will most likely
not have the opportunity to participate in any of these decisions. Our
proposed business is sometimes referred to as a "blank check" company because
you will entrust your investment monies to our management before they have a
chance to analyze any ultimate use to which this money may be put. Although
substantially all of the funds of this offering are intended to be utilized
generally to close a business combination, such proceeds are not otherwise
being designated for any specific purposes. Under Rule 419, as a prospective
investor you will have an opportunity to evaluate the specific merits or
risks of only the business combination that management decides to enter into.
Cost overruns may be borne by management.
We may seek a business combination in the Internet industry in the form of
firms which:
- --Have recently commenced operations
- --Are developing companies in need of additional funds for expansion into new
products or markets
- --Are seeking to develop a new product or service
- --Are established businesses which may be experiencing financial or operating
difficulties and are in need of additional capital
A business combination may involve the acquisition of, or merger with, a
company which does not need substantial additional capital but which desires
to establish a public trading market for our shares, while avoiding what they
may deem to be adverse consequences of undertaking a public offering itself,
such as:
- --Time delays
- --Significant expense
- --Loss of voting control
- --Compliance with various federal and state securities laws
We will not acquire a candidate unless the fair value of the acquisition
candidate represents 80% of the maximum offering proceeds. To determine the
fair market value of an acquisition candidate, our management will examine
the audited financial statements, including balance sheets and statements of
cash flow and stockholders' equity, focusing attention on assets,
liabilities, sales and net worth. If we determine that the financial
statements of a proposed acquisition candidate do not clearly indicate that
the fair market value test has been satisfied, we will obtain an opinion from
an investment banking firm which is a member of National Association of
Securities Dealers, Inc. to the satisfaction of such criteria.
Based upon the probable desire on the part of the owners of acquisition
candidates to assume voting control over us in order to avoid tax
consequences or to have complete authority to manage the business, we will
combine with just one acquisition candidate. This lack of diversification
should be considered a substantial risk in investing in us because we will
not permit us to offset potential losses from one venture against gains from
another.
Upon closing of a business combination, there will be a change in control
which will result in the resignation of our present officer and director.
Our officer or director has had no preliminary contact or discussions with
any representative of any other entity regarding a business combination.
Accordingly, any acquisition candidate that is selected may be a financially
unstable company or an entity in an early stage of development or growth,
including entities without established records of sales or earnings.
Accordingly, we may become subjected to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in the Internet industry which is an industry characterized by
a high level of risk. Although management will endeavor to evaluate the risks
inherent in an acquisition candidate, there can be no assurance that we will
properly ascertain or assess all significant risks.
We anticipate that the selection of a business combination will be complex
and extremely risky. Management believes that there are numerous firms
seeking even the limited additional capital which we will have and/or the
benefit of a publicly traded corporation because of:
- --General economic conditions.
- --Rapid technological advances being made in the Internet industry.
- --Shortages of available capital.
Such perceived benefit of a publicly traded corporation may include:
- --Facilitating or improving the terms on which additional equity financing
may be sought.
- --Providing liquidity for the principals of a business.
- --Creating a means for providing incentive stock options or similar benefit
to key employees.
- --Providing liquidity, subject to restrictions of applicable statutes, for
all shareholders.
Evaluation of Business Combinations
The analysis of business combinations will be undertaken by us under the
supervision of our officer and director, who is not a professional business
analyst.
Because we will be subject to Section 13 or 15(d) of the Exchange Act, we
will be required to furnish certain information about significant
acquisitions, including audited financial statements for the business
acquired, covering one, two or three years depending upon the relative size
of the acquisition. Consequently, acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate
for acquisition so long as the reporting requirements of the Exchange Act are
applicable. In the event our obligation to file periodic reports is
suspended under Section 15(d), we intend on voluntarily filing such reports.
Any business combination will present certain risks. Many of these risks
cannot be adequately identified prior to selection, and your must, therefore,
depend on the ability of management to identify and evaluate such risks. In
the case of some of the potential combinations available to us, it is possible
that the promoters of an acquisition candidate have been unable to develop a
going concern or that such business is in our development stage in that it
has not generated significant revenues from its principal business activity
prior to our merger or acquisition. There is a risk, even after the closing
of a business combination and the related expenditure of our funds, that the
combined enterprises will still be unable to become a going concern or
advance beyond the development stage. The combination may involve new and
untested products, processes, or market strategies which may not succeed. Such
risks will be assumed by us and, therefore, our shareholders.
Business Combinations
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also purchase
stock or assets of an existing business. The manner of the business
combination will depend on:
- --The nature of the acquisition candidate
- --The respective needs and desires of us and other parties
- --The management of the acquisition candidate opportunity
- --The relative negotiating strength of us and such other management
You should note that any merger or acquisition closed by us can be expected
to have a significant dilutive effect on our current shareholders and
purchasers in this offering. On the closing of a business combination, the
acquisition candidate will have significantly more assets than us; therefore,
management plans to offer a controlling interest in us to the acquisition
candidate. While the actual terms of a transaction to which we may be a party
cannot be predicted, we may expect that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called tax-free reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1954. In order to
obtain tax-free treatment under the code, it may be necessary for the owners
of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, our shareholders, including investors in
this offering, would retain less than 20% of the issued and outstanding
shares of the surviving entity, which would be likely to result in
significant dilution in the equity of such shareholders. Management may
choose to comply with these provisions. In addition, our director and
officer may, as part of the terms of the acquisition transaction, resign as
director and officer. Management may retain shares of the common stock (unless
those shares, as part of the terms of the acquisition transaction, are sought
by an acquisition candidate).
Management will not actively negotiate or otherwise consent to the purchase
of any portion of their common stock as a condition to or for a proposed
business combination unless such a purchase is requested by an acquisition
candidate as a condition to a merger or acquisition. Our officer and director
has agreed to comply with this provision. Management is unaware of any
circumstances under which such policy through their own initiative may be
changed.
We anticipate that any securities issued in a reorganization would be issued
in reliance on exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated
element of this transaction, we may agree to register such securities either at
the time the transaction is closed, under certain conditions, or at specified
times thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our common stock
may have a depressive effect on such market.
If at any time prior to the completion of this offering we enter negotiations
with a possible merger candidate and such a transaction becomes probable,
then this offering will be suspended so that an amendment can be filed which
will include financial statements (including balance sheets and statements of
cash flow and stockholders' equity) of the proposed target.
We will not enter into a business combination with any company, which is in
any way wholly or partially beneficially owned by any officer, director,
promoter or affiliate or associate of us. Our officer and director have not
approached and have not been approached by any person or entity with regard
to any proposed business ventures to us. We will evaluate all possible
business combinations brought to us. If at any time a business combination
is brought to us by any of our promoters, management, or their affiliates or
associates, disclosure as to this fact will be included in the post-effective
amendment, thereby allowing the investors the opportunity to fully evaluate
the business combination.
We have adopted a policy that we will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction
of the successor management after a change in management control resulting
from a business combination.
We will remain an insignificant player among the firms that engage in business
combinations. There are many established venture capital and financial
concerns which have significantly greater financial and personnel resources
and technical expertise than us. In view of our combined limited financial
resources and limited management availability, we will continue to be at a
significant competitive disadvantage compared to our competitors. Also, we
will be competing with a large number of other small public, blank check
companies located throughout the United States.
Finding a Business Combination
Our management will actively search for potential acquisition candidates
through internet web-sites where companies post their intentions to be
acquired. In addition, we are going to have our own web-site under the URL
address of acquireu.com so that companies seeking to be acquired can find
us directly. Our web-site will allow those companies to answer a due
diligence questionnaire, which would provide us with the information necessary
to review and analyze potential candidates. We may also decide to advertise
our intention to acquire a company in the Internet industry in the form of ads
in legal or other publications. The cost of such advertising will be paid by
management.
Employees
We presently have no employees. Our officer and director is engaged in
business activities outside of us, and the amount of time he will devote to
our business will only be between five (5) and twenty (20) hours per month.
Upon completion of the public offering, it is anticipated that management
will devote the time necessary each month to our affairs or until a
successful acquisition of a business has been completed.
Facilities
We temporarily leased office space on a month to month basis. The rental
expense for the period ended December 31, 1999 was $1,300. We are presently
using the office of Douglas E. Greer, 10888 Avenida Santa Ana, Boca Raton,
Florida 33498, (561) 272-7772, at no cost to the Company. Such arrangement is
expected to continue after completion of this offering only until a business
combination is closed, although there is currently no written agreement between
us and Mr. Greer. We presently own no equipment, and do not intend to own any
upon completion of this offering.
Year 2000 Issues
Because we currently have no operations, we have not incurred any expense
with regard to Year 2000 issues and do not anticipate any significant
expenses in the future.
PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. Our expenses to date which have
been funded by our current shareholders and management, are $10,000 plus the
$28.00 SEC filing fee paid in 1999. We also owe $3,500 in salary to our
management. We expect all or part of these obligations to be paid from a
portion of the offering proceeds, which will be released from escrow.
Substantially all of our expenses that will be funded from the money in
our treasury or if additional funds are required that may be funded by
management will be from our efforts to identify a suitable acquisition
candidate and close the acquisition. Management may agree to fund our cash
requirements until an acquisition is closed. So long as management does so,
we will have sufficient funds to satisfy our cash requirements and do not
expect to have to raise additional funds during the entire rule 419 escrow
period of up to 18 months from the date of this prospectus. This is primarily
because we anticipate incurring no significant expenditures. Before the
conclusion of this offering, we anticipate our expenses to be limited to
accounting fees, legal fees, telephone, mailing, filing fees, occupational
license fees, and transfer agent fees.
We may seek additional financing. At this time we believe that the funds to
be provided by management will be sufficient for funding our operations until
we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination. However, we may
issue additional securities, incur debt or procure other types of financing
if needed. We have not entered into any agreements, plans or proposals for
such financing and as of present have no plans to do so. We will not use the
offering funds as collateral or security for any loan or debt incurred.
Further, the offering funds will not be used to pay back any loan or debts
incurred by us. If we do require additional financing, this financing may
not be available to us, or if available, it may be on terms unacceptable to us.
We had no Year 2000 problems, as our business is not dependent upon any
computer. However, the business we acquire could experience interruptions in
its business and significant losses if it or its customers or vendors rely on
computer information systems that were unable to accurately process dates
beginning on January 1, 2000.
RELATED PARTY TRANSACTIONS
A conflict of interest may arise between management's personal financial
benefit and management's fiduciary duty to you. Any remedy available under
the laws of Florida, if management's fiduciary duties are compromised, will
most likely be prohibitively expensive and time consuming.
Neither our officer, director, promoters and or other affiliates of us,
have had any preliminary contact or discussions with any representative of
any other company or business regarding the possibility of an acquisition or
merger with us.
We have established a policy that prohibits transactions with or payment of
anything of value to any present officer, director, promoter or affiliate or
associate or any company that is in any way or in any amount beneficially
owned by any of our officer, director, promoter or affiliate or associate,
except as follows:
--We had a written employment agreement with our president, Douglas E.
Greer, to pay an annual salary of $25,000. Since our operations have
not yet commenced, the salary was reduced to $12,500 for the period
from April 9, 1999 to December 31, 1999. As of year end, we paid Mr.
Greer $9,000 and owe Mr. Greer the remaining $3,500 of salary. It is
anticipated that a portion of the funds released from escrow will be
used to pay this obligation.
Our director and officer is or may become, in his individual capacity, an
officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Douglas E. Greer is engaged in business
activities outside of us, and the amount of time he will devote to our business
will only be about five (5) to twenty (20) hours each per month.
There exists potential conflicts of interest including allocation of time
between us and such other business entities.
Management is not aware of any circumstances under which the policies described
in this section, or any other section, of this prospectus, through their own
initiative, may be changed.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock Under Our Shares of Capital Stock Outstanding
Articles of Incorporation After Offering
50,000,000 shares of common stock 1,017,500 shares of common stock -
assuming successful completion of this
offering
All significant provisions of our capital stock are summarized in this
prospectus. However, the following description is not complete and is
governed by applicable Florida law and our articles of incorporation and
bylaws. We have filed copies of these documents as exhibits to the
registration statement related to this prospectus.
Common Stock You have voting rights for your shares.
You and all other common stockholders may cast one vote for each share held
of record on all matters submitted to a vote. You have no cumulative voting
rights in the election of director This means, for example, that if there
are three directors up for election, you cannot cast 3 votes for one director
and none for the other two director.
You have dividend rights for your shares.
You and all other common stockholders are entitled to receive dividends and
other distributions when declared by our board of director out of the assets
and funds available, based upon your percentage ownership of us. Florida law
prohibits the payment of any dividends where, after payment of the dividend,
we would be unable to pay our debts as they come due in the usual course of
business or our total assets would be less than the sum of our total
liabilities plus any amounts the law requires to be set aside. We will not
pay dividends. You should not expect to receive any dividends on shares in
the near future, even after a merger. This investment is inappropriate for
you if you need dividend income from an investment in shares.
You have rights if we go out of business.
If we go out of business, you and all other common stockholders will be
entitled to share in the distribution of assets remaining after payment of
all money we owe to others and any priority payment required to be made to
our preferred stockholders. Our director, at his discretion, may borrow funds
without your prior approval, which potentially further reduces the amount you
would receive if we go out of business.
You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we sell more shares of our stock to other people.
We do not provide our stockholders with preemptive rights to subscribe for or
to purchase any additional shares offered by us in the future. The absence of
these rights could, upon our sale of additional shares of common or preferred
stock, result in a decrease in the percentage ownership that you hold or
percentage of total votes you may cast.
Preferred Stock
Our board of director can issue preferred stock at any time with any legally
permitted rights and preferences without your approval.
Our board of director, without your approval, is authorized to issue
preferred stock. They can issue different classes of preferred stock, with
some or all of the following rights or any other legal rights they think are
appropriate, such as:
- --Voting
- --Dividend
- --Required or optional repurchase by us
- --Conversion into common stock, with or without additional payment
- --Payments preferred stockholders will receive before common stockholders if
we go out of business
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes, but it also could render
your vote meaningless because preferred stockholders could own shares with a
majority of the votes required on any issue. Someone interested in buying our
company may not follow through with their plans because they could find it
more difficult to acquire, or be discouraged from acquiring, a majority of
our outstanding stock because we issue preferred stock.
Transfer Agent and Registrar
We are the transfer agent and registrar for our stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 100,000 shares sold in this
offering will have been registered with the SEC and can be freely resold,
except if they are acquired by our director, executive officer or other persons
or entities that they control or who control them. Our director, executive
officer, and persons or entities that they control or who control them will
not be able to sell shares of stock unless they are registered. The remaining
917,000 outstanding shares have certain piggy back registration rights at our
sole option and may only be sold under the rule 144 until such time as they are
registered.
Generally, Rule 144 provides that directors, executive officers, and persons or
entities that they control or who control them may sell shares of common
stock in any three-month period in a limited amount. However, the SEC has taken
the position that resales cannot be made pursuant to Rule 144 for blank check
companies. Therefore, the 917,000 outstanding shares of common stock
held by directors, executive officers, shareholders and their affiliates
cannot be sold pursuant to Rule 144, but must be registered.
MANAGEMENT
The following table and subsequent discussion sets forth information about
our director and executive officer, who will serve in the same capacity with
us upon completion of the offering, but will resign upon the closing of the
merger. Mr. Greer was elected to serve as a director and President on May 27,
1999.
Name Age Title
Douglas E. Greer 39 President, Treasurer, Chief Financial
and Accounting Officer and Director
Douglas E. Greer serves as our president, treasurer, chief financial and
accounting officer and sole member of the board of directors. Mr. Greer's
responsibilities will include management of our operations as well as our
administrative and financial activities. Since January 1996, Mr. Greer is a
licensed mortgage broker and has served as President of Merlin Ventures,
Inc., d.b.a. Mortgage 2000, a licensed mortgage lending organization
providing "one-stop" shopping and "point-of-sale" financing for home buyers
of residential real estate. His responsibilities include formulation and
development of operations and acquisitions management, marketing of loan
products, management of loan origination function, network implementation and
administration, and strategic planning and operations. From January 1994 to
November 1995, Mr. Greer served as Senior Vice President of SC Funding
Corporation in Costa Mesa, Calfornia where his responsibilities included
management of secondary marketing department pipeline & risk management,
product development, investor relations (including FNMA, FHLMC, GE Capital
and warehouse lenders), MBS trading and corporate strategic planning (loan
pipeline $200,000,000 with annual loan production of $1,200,000,000). From
July 1992 to January 1994, Mr. Greer served as Executive Vice President of
Affordable Mortgagee Corp. in Wappingers Falls, New York. His responsibilities
included managing the secondary marketing and closing & shipping departments,
supervising the post closing & document control department as well as the
computer processing/closing and pipeline control system, "Supervisor Novell
Network" (company annual loan production $175,000,000).
Mr. Greer attended the University of Miami in Coral Gables, Florida where he
majored in Business Administration and Finance. From 1983-1986, Mr . Greer
was a registered representative N.A.S.D. with Advest Inc.in Hallandale,
Florida and from 1980-1982, he was a loan officer with Bank of Boston
Mortgage Corp.(S.W.D.) in Miami, Florida.
Mr. Greer has working knowledge of computer networks and advanced communication
systems, software and software development experience, extensive experience in
corporate asset acquisition transactions, financing strategies, contracts and
corporate strategic management and planning. His information systems experience
includes: Software: Windows NT 4.0, Novell Netware 3.1 1, Lotus, Microsoft
Excel, Windows 95/98, Word, Access, Publisher, DOS, PC Anywhere, facsys, Fox
Pro, 4.0 Desk Top Publishing Mortgage, Software: Contour, T.I.M.E., Mortgage
Flex., FICS, Genesis 2000, Act 4.0; Hardware: working knowledge of computer
network design, wiring, installation PC construction, enhancement and repair
remote printing, T- I and ISDN digital data transfer and communication systems
and hardware.
Our director will hold office until the next annual meeting of shareholders
and the election of his successor. Our director receives no compensation for
serving on the board other than reimbursement of reasonable expenses incurred
in attending meetings. Officers are appointed by the board and serve at their
discretion.
Executive Compensation
The following table sets forth all compensation awarded to, earned by, or
paid for services rendered to us in all capacities during the fiscal year
ended December 31, 1999, by our executive officer or others whose salary and
bonus for fiscal year 1998 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Annual Compensation
Principal Position - 1999
Salary ($) Bonus ($) Number of Shares Underlying
Options (#)
Douglas E. Greer,
President $12,500 None None
We had a written employment agreement with Douglas E. Greer to pay an annual
salary of $25,000. Since our operations have not yet commenced, the salary
was reduced to $12,500 for the period April 9, 1999 to December 31, 1999. As
of year end, we paid Mr. Greer $9,000 and owe a balance of $3,500. This debt
will be paid from a portion of the funds raised in this offering, which will
be released from escrow.
Except as described above, we will not pay any of the following types of
compensation or other financial benefit to our management or current
stockholders:
- --Consulting Fees
- --Finders' Fees
- --Sales of insiders' stock positions in whole or in part to the private
company, the blank check company and/or principals thereof
- --Any other methods of payments by which management or current shareholders
receive funds, stock, other assets or anything of value whether tangible
or intangible
These provisions are the subject of an employment agreement between Mr. Greer
and the board of directors. Management is not aware of any circumstances
under which this policy, through their own initiative, may be changed.
Blank Check Companies
Our president, treasurer, chief financial and accounting officer and director,
Douglas Greer, serves in those capacities for the following blank check
offerings:
Registration Cleared By
Corporation Name Form File Date File Number SEC Status
The Finance Team,
Inc. Form SB-2 3/20/00 333-33613 pending Company
still
seeking
target
Techrollup.com,
Inc. Form SB-2 4/18/00 333-35013 pending Company
still
seeking
target
Axxbiz.com, Inc. Form SB-2 5/12/00 333-36833 pending Company
still
seeking
target
Management Involvement
We have conducted no business as of yet. Mr. Greer will be the primary person
involved in locating an acquisition candidate by speaking to business
associates and acquaintances and searching the New York Times, the Wall
Street Journal, other business publications and the Internet for acquisition
candidates.
Management Control
Management may not divest themselves of ownership and control of us prior to
the closing of an acquisition or merger transaction. This policy is based on
an unwritten agreement among management. Management is not aware of any
circumstances under which such policy through their own initiative may be
changed.
Statement Concerning Indemnification
Our director is bound by the general standards for director provisions in
Florida law. These provisions allow our director in making decisions to
consider any factors as they deems relevant, including our long-term
prospects and interests and the social, economic, legal or other effects of
any proposed action on the employees, suppliers or our customers, the
community in which the we operate and the economy. Florida law limits our
director's liability.
We have agreed to indemnify our director, meaning that we will pay for
damages he incurs for properly acting as director. The SEC believes that
this indemnification may not be given for violations of the Securities Act
that governs the distribution of our securities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
under the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against the public policy as expressed in the Securities Act and is therefore,
unenforceable.
PRINCIPAL SHAREHOLDERS
The following table sets forth information about our current shareholders. The
person named below has sole voting and investment power with respect to the
shares. The numbers in the table reflect shares of common stock held as of
the date of this prospectus. The numbers in this table assume 1,017,500
shares of common stock outstanding following the offering:
Shares Owned Percentage
Before After Before After
offering offering offering offering
Douglas E. Greer 500,000 500,000 54.50% 49.14%
All directors and
officers as a group -
1 person 500,000 500,000 54.50% 49.14%
Mr. Greer may be deemed our promoter, as that term is defined under the
Securities Act.
CERTAIN TRANSACTIONS
The following table sets forth information regarding all securities sold by
us since our inception on April 5, 1999.
Class Of Date of Title of Number of Aggregate
Purchasers Sale Securities Securities Purchase
Price And
Form of
Consideration
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $ 500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin
and Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline
Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth
Krochak 5/04/99 Common Stock 55,000 $25,000.00
All sales were made in reliance on Section 4(2) of the Securities Act. These
sales were made without general solicitation or advertising. Each purchaser
was an accredited investor with access to all relevant information necessary
to evaluate the investment and represented to the Registrant that the shares
were being acquired for investment.
The founder, Nicholas A. Natale had 500,000 shares of common stock which were
sold to Douglas E. Greer for $5,000. Mr. Natale is no longer involved with
the Company.
WHERE CAN YOU FIND MORE INFORMATION?
We have not previously been required to comply with the reporting
requirements of the Exchange Act. We have filed a registration statement with
the SEC on Form SB-2 to register the offer and sale of the shares. This
prospectus is part of that registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For further information about us and the shares offered under this
prospectus, you may refer to the registration statement and to the exhibits
and schedules filed as a part of the registration statement. You can review
the registration statement and its exhibits and schedules at the public
reference facility maintained by the SEC at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the SEC at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. The registration statement is also available
electronically on the World Wide Web at http://www.sec.gov.
You can also call or write us at any time with any questions you may have.
We'd be pleased to speak with you about any aspect of our business and this
offering.
MARKET FOR OUR COMMON STOCK
Prior to the date hereof, there has been no trading market for our
common stock. Under the requirements of Rule 15g-8 of the Exchange Act, a
trading market will not develop prior to or after the effectiveness of this
prospectus or while the common stock under this offering is maintained in
escrow. The common stock under this offering will remain in escrow until our
closing of a business combination under the requirements of Rule 419. There
are currently 19 holders of our outstanding common stock. The outstanding
common stock was sold in reliance upon an exemption from registration contained
in Section 4(2) of the Securities Act. There can be no assurance that a
trading market will develop upon the closing of a business combination and
the subsequent release of the common stock and other escrowed
shares from escrow. To date, neither we nor anyone acting on our behalf has
taken any affirmative steps to retain or encourage any broker dealer to act
as a market maker for our common stock. Further, there have been no
discussions or understandings, preliminary or otherwise, between us or anyone
acting on our behalf and any market maker regarding the participation of any
such market maker in the future trading market, if any, for our common stock.
Present management does not anticipate that any such negotiations,
discussions or understandings shall take place prior to the execution of an
acquisition agreement. Management expects that discussions in this area will
ultimately be initiated by the party or parties controlling the entity or
assets which we may acquire. Such party or parties may employ consultants or
advisors to obtain such market maker, but our management has no intention of
doing so at the present time.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 917,500 shares of our common stock
currently outstanding are restricted securities as that term is defined in
the Securities Act. Generally, Rule 144 provides that director, executive
officer, and persons or entities that they control or who control them may sell
shares of common stock in any three-month period in a limited amount. However,
the SEC has taken the position that resales cannot be made pursuant to Rule
144 for blank check companies. Therefore, the 917,000 outstanding shares held by
directors, executive officers, shareholders and their affiliates cannot be
sold pursuant to Rule 144, but must be registered. The holders of the
restricted securities are entitled to certain piggyback registration rights
which may only be exercised at our election. The exercise of such rights will
enable the holders of the restricted securities to sell their shares prior to
such date. We are offering 100,000 shares of our common stock at $1.00 per
share. Dilution to the investors in this offering shall be approximately
$0.90 per share.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing audited
financial statements as soon as practicable at the end of each fiscal year.
Our fiscal year ends on December 31.
PLAN OF DISTRIBUTION
We offer the right to subscribe for 100,000 shares at $1.00 per share. This
offering is contingent on the entire offering being sold and will
be sold on a first come, first served basis. Management may purchase a
portion of the offering to close the offering, but in no event greater than
20% of the total offering. No compensation is to be paid to any person for
the offer and sale of the shares.
Our president plans to distribute prospectuses related to this offering. We
estimate approximately 100 to 200 prospectuses shall be distributed in such a
manner. He intends to distribute prospectus to acquaintances, friends and
business associates.
The offering shall be conducted by our president, Douglas E. Greer. Although
he is an associated person of us as that term is defined in Rule 3a4-1 under
the Exchange Act, he is deemed not to be a broker for the following reasons:
- --He is not subject to a statutory disqualification as that term is defined
in Section 3(a)(39) of the Exchange Act at the time of his participation
in the sale of our securities.
- --He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based either
directly or indirectly on transactions in securities.
- --He is not an associated person of a broker or dealers at the time of his
participation in the sale of our securities.
- --He will restrict his participation to the following activities:
1. Preparing any written communication or delivering such communication
through the mails or other means that does not involve oral
solicitation by him of a potential purchaser;
2. Responding to inquiries of a potential purchasers in a communication
initiated by the potential purchasers, provided however, that the
content of such responses are limited to information contained in a
registration statement filed under the Securities Act or other
offering document;
3. Performing ministerial and clerical work involved in effecting any
transaction.
As of the date of this prospectus, no broker has been retained by us for the
sale of securities being offered. In the event a broker who may be deemed an
underwriter is retained by us, an amendment to our registration statement
will be filed.
Neither we nor anyone acting on our behalf including our shareholders,
officer, director, promoters, affiliates or associates will approach a market
maker or take any steps to request or encourage a market in these securities
either prior or subsequent to an acquisition of any business opportunity. There
have been no preliminary discussions or understandings between us or anyone
acting on our behalf and any market maker regarding the participation of any
such market maker in the future trading market, if any, for our securities, nor
do we have any plans to engage in such discussions. We do not intend to use
consultants to obtain market makers. No member of management, promoter or
anyone acting at their direction will recommend, encourage or advise you to
open brokerage accounts with any broker-dealer that is obtained to make a
market in the shares subsequent to the acquisition of any business opportunity.
Investors in this offering shall make their own decisions regarding whether
to hold or sell their shares. We shall not exercise any influence over your
decisions.
Arbitrary Determination of Offering Price
The initial offering price of $1.00 per share has been arbitrarily determined
by us, and bears no relationship whatsoever to our assets, earnings, book
value or any other objective standard of value.
Among the factors considered by us were:
- --The lack of operating history
- --The proceeds to be raised by the offering
- --The amount of capital to be contributed by the public in proportion to
the amount of stock to be retained by present stockholders
- --The current market conditions in the over-the-counter market
Possible Lack of Market for Your Shares
Under Rule 419, all securities purchased in an offering by a blank check
company, as well as securities issued for an offering to underwriters,
promoters or others as compensation or otherwise, must be placed in the Rule
419 escrow account. These securities will not be released from escrow until
the closing of a merger or acquisition as provided for in Rule 419. There is
no present market for our common stock of us and there may not be any active
and liquid public trading market developing following the release of
securities from the Rule 419 account. Thus, shareholders may find it
difficult to sell their shares. To date, neither we nor anyone acting on our
behalf has taken any affirmative steps to request or encourage any broker
dealer to act as a market maker for our common stock. Further, there have
been no discussions or understandings, preliminary or otherwise, between us
or anyone acting on our behalf and any market maker regarding the
participation of any such market maker in the future trading market, if any,
for our common stock. Our present management has no intention of seeking a
market maker for our common stock at any time prior to the reconfirmation
offer to be conducted prior to the closing of a business combination. Our
officer after the closing of a business combination may employ consultants or
advisors to obtain such market makers. Management expects that discussions in
this area will ultimately be initiated by the management in control of the
entity after a business combination is reconfirmed by the stockholders.
Method of Subscribing
Persons may subscribe by filling in and signing the subscription agreement
and delivering it, prior to the expiration date, to us. The subscription
price of $1.00 per share must be paid in cash or by check, bank draft or
postal express money order payable in United States dollars to our order. You
may not pay in cash.
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed upon
for us by Shustak Jalil and Heller, New York, New York.
EXPERTS
Our financial statements as of the period ended June 30,2000, included in this
prospectus and in the registration statement, have been so included in reliance
upon the reports of Harvey Judkowitz, independent certified public accountant,
included in this prospectus, and upon the authority of said firm as experts in
accounting and auditing.
INDEX TO FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
Audited Financial Statements
At June 30, 2000
Page
Report of Independent Auditors F-3
Balance Sheet at June 30, 2000 F-4
Statement of Operations for the Six Months
Ended June 30, 2000 F-5
Statement of Stockholders' Equity for the Six Months
Ended June 30, 2000 F-5
Statement of Cash Flows for the Six Months
Ended June 30, 2000 F-6
Notes to Financial Statements F-7
At December 31, 1999
Page
Report of Independent Auditors F-9
Balance Sheet at December 31, 1999 F-10
Statement of Operations for the Period
April 5, 1999 to December 31, 1999 F-11
Statement of Stockholders' Equity for the Period
April 5, 1999 to December 31, 1999 F-11
Statement of Cash Flows for the Period
April 5, 1999 to December 31, 1999 F-12
Notes to Financial Statements F-13
ACQUIREU.COM, INC.
FINANCIAL STATEMENTS
JUNE 30, 2000
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
The Board of Directors
ACQUIREU.COM, INC.
I have audited the accompanying balance sheet of ACQUIREU.COM, INC. as of
June 30, 2000 and the related statements of operations, changes in
stockholder's equity, and cash flows for the six months ended June 30, 2000
and the statements of operations and cash flows for the period April 5, 1999
(date of inception) to June 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ACQUIREU.COM, INC. as of
June 30, 2000, and the results of its operations, changes in stockholder's
equity and its cash flows for the six months then ended and the results of its
operations and cash flows for the period April 5, 1999 (date of inception) to
June 30, 1999, in conformity with generally accepted accounting principles.
/s/Harvey Judkowitz
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
July 12, 2000
ACQUIREU.COM, INC.
BALANCE SHEET
JUNE 30, 2000
ASSETS
Current assets
Cash $ 50
Total current assets 50
Deferred offering costs 10,000
$ 10,050
LIABILITIES AND STOCKHOLDERS= EQUITY
Current liabilities
Accounts payable $ 350
Accrued salary 3,500
Total current liabilities 3,850
Stockholders= equity
Common stock, 50,000,000 shares par value $.001
authorized, 917,500 issued
and outstanding $ 918
ADDITIONAL PAID-IN CAPITAL 32,757
Deficit ( 27,475)
6,200
$ 10,050
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
ACCOUNTING FEES $ $ 1,000
Officer's payroll 12,500
Printing fees 4,103
Registration fees 535
Rent
Other general and administrative expense 515
Net loss ($12,500) ($ 6,153)
Net loss per share ($.013) ($ .006)
ACQUIREU.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000
Additional
Common stock Paid-in
Shares $ Capital Deficit
Balance, December 31,
1999 917,500 $ 918 $ 32,757 ($21,322)
LOSS FOR PERIOD ENDED
June 30, 2000 ($ 6,153)
Balance, June 30,
2000 917,500 $ 918 $ 32,757 ($27,475 )
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
Cash used for operations 1999 2000
Net loss ($ 12,500) ($ 6,153)
Increase in deferred offering costs ( 5,000)
Increase in accounts payable 12,500 350
Cash used for operations ( 5,000) ( 5,803)
Cash provided by financing activities
Sale of common stock 33,675
Subscription receivable ( 500)
Cash provided by financing activities 33,175
Increase (decrease) in cash 28,175 ( 5,803)
Cash on hand beginning of period 0 5,853
Cash on hand end of period $28,175 $ 50
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on
April 5, 1999 and is in the business of conducting internet related activities.
Since inception the Company has been in the development stage and has earned
any revenues.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include nonequity short-term investments
with original maturity dates of 90 days or less.
Loss per share - Basic earnings (loss) per share was calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
during the period (900,000 shares).
NOTE 2: CAPITAL TRANSACTIONS
The Company received payment for and issued 917,500 shares of its common
stock for a total of $33,675.
NOTE 3: DEFERRED REGISTRATION COSTS
The Company has deferred offering costs in the amount of $10,000 in
connection with the offering of 100,000 shares of its common stock for
$100,000. If the offering is successful, the $10,000 will be offset against
additional paid in capital. If the offering is not successful, this amount
will be charged to operations.
NOTE 4: LEASES
The company leases office space on a month-to-month basis. The lessor has
waived all rental expense for the six month period ended June 30, 2000.
NOTE 5: ACCRUED SALARY
The Company had a contract to pay its president an annual salary of $50,000.
Due to the fact that operations of the Company had not commenced, the salary
was reduced to the amount of $12,500 for the period April 9, 1999 to December
31, 1999. Through the end of 1999, the Company had paid its president $9,000,
leaving a balance due of $3,500.
ACQUIREU.COM, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
The Board of Directors
ACQUIREU.COM, INC.
I have audited the accompanying balance sheet of ACQUIREU.COM, INC. as of
December 31, 1999 and the statements of operations, stockholders' equity and
cash flows for the period April 5, 1999 (date of inception) to December 31,
1999. This financial statement is the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ACQUIREU.COM, INC. as of
December 31, 1999, and the results of its operations and cash flows for the
period April 5, 1999 (date of inception) to December 31, 1999 in conformity
with generally accepted accounting principles.
/s/Harvey Judkowitz
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
February 28, 2000
ACQUIREU.COM, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
Cash $ 5,853
Total current assets 5,853
Deferred offering costs 10,000
$ 15,853
LIABILITIES AND STOCKHOLDERS'= EQUITY
Current liabilities
Accrued payroll $ 3,500
Total current liabilities 3,500
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 917,500 shares issued
and outstanding $ 918
Additional paid-in capital 32,757
Deficit ( 21,322)
12,353
$ 15,853
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 5, 1999 (DATE OF INCEPTION)
TO
DECEMBER 31, 1999
Officer's payroll $12,500
Other general and administrative expense 8,822
Net loss ( $21,322)
Net loss per share ( $.02)
ACQUIREU.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 5, 1999 (DATE OF INCEPTION)
TO
DECEMBER 31, 1999
Additional
Common Stock paid in
Shares $ capital Deficit
Issuance of Common 917,500 $ 918 $ 32,757
stock (Note 2)
Loss for period
ended December 31, 1999 ($ 21,322)
Balance,
December 31, 1999 917,500 $ 918 $ 32,757 ($ 21,322)
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 5, 1999 (DATE OF INCEPTION)
TO
DECEMBER 31, 1999
CASH USED FOR OPERATIONS
Net loss ($21,322)
Increase in accrued expenses 3,500
Cash used for operations (17,822)
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock 33,675
Funds used for registration costs (10,000)
Cash provided by financing activities 23,675
INCREASE IN CASH AND CASH ON HAND
AT DECEMBER 31, 1999 $ 5,853
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
ACQUIREU.COM, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on April 5,
1999 and is in the business of conducting internet related activities. Since
inception the Company has been in the development stage and has not earned
any revenues.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include nonequity short-term investments
with original maturity dates of 90 days or less.
Loss per share - Basic earnings (loss) per share was calculated by dividing
the net income (loss) by the weighted average number of common shares
outstanding during the period (900,000 shares).
NOTE 2: CAPITAL TRANSACTIONS
The Company received payment for and issued 917,500 shares of its common stock
for a total of $33,675.
NOTE 3: DEFERRED OFFERING COSTS
The Company has deferred offering costs in the amount of $10,000 in connection
with the offering of 100,000 shares of its common stock for $100,000. If the
offering is successful, the $10,000 will be offset against additional paid in
capital. If the offering is not successful, the amount will be charged to
operations.
NOTE 4: LEASES
The Company leases office space on a month-to-month basis. Rental expense for
the period ended December 31, 1999 was $1,300.
NOTE 5: ACCRUED SALARY
The Company had a contract to pay its president an annual salary of $25,000.
Due to the fact that operations of the Company had not commenced, the salary
was reduced to the amount of $12,500 for the period April 9, 1999 to December
31, 1999. Through the end of 1999, the Company had paid its president $9,000,
leaving a balance due of $3,500.
_________________________________________
No dealer, salesman or any other
person has been authorized to give
any information or to make any representations
other than those contained in this Prospectus, AQUIREU.COM, INC.
and, if given or made, such information or
representations must not be relied on as 100,000 Shares of
having been authorized by Acquireu.com, Inc. Common Stock
This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy,
by any person in any jurisdiction in which
it is unlawful for such person to make such
offer or solicitation. Neither the delivery
of this Prospectus nor any offer, solicitation
or sale made hereunder, shall under any
circumstances create an implication that
the information herein is correct as of
any time subsequent to the date of the
Prospectus.
_____________________
Until November ___, 2000
(ninety days after the date funds and
securities are released from the escrow account
pursuant to Rule 419), all dealers effecting
transactions in the registered securities,
whether or not participating in the
distribution thereof, may be required to
deliver a Prospectus. This is in addition to
the obligation of dealers to deliver a
Prospectus when acting as Underwriters and with
respect to their unsold allotment or
subscriptions.
_________________________________________
_____________
PROSPECTUS
_____________
August_____, 2000
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Director and Officer.
The information required by this Item is incorporated by reference to
"Management - Statement Concerning Indemnification" in the Prospectus herein.
Item 25. Other Expenses of Issuance and Distribution.
Amount to be Paid
SEC Registration Fee $ 28
Blue Sky Fees and Expenses $1,000
Legal Fees and Expenses $5,000
Printing and Engraving Expenses $1,000
Accountants' Fees and Expenses $1,500
Miscellaneous $1,500
Total $10,028
The foregoing expenses, except for the SEC fees, are estimated.
Item 26. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales of Common
Stock by the Registrant which sales were not registered under the Securities
Act:
The following table sets forth information regarding all securities sold by
us since our inception on April 5, 1999.
Class Of Purchasers Date Of Title Of Number of Aggregate
Sale Securities Securities Purchase
Price And
Form Of
Consideration
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin and
Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline
Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth
Krochak 5/04/99 Common Stock 50,000 $25,000.00
All sales were made in reliance on Section 4(2) of the Securities Act. These
sales were made without general solicitation or advertising. Each purchaser
was an accredited investor with access to all relevant information necessary
to evaluate the investment and represented to the Registrant that the shares
were being acquired for investment.
The founder, Nicholas A. Natale had 500,000 shares of common stock which were
sold to Douglas E. Greer for $5,000. Mr. Natale is no longer involved with the
Company.
Item 27. Exhibits.
The following exhibits are filed with this Registration Statement:
Number Exhibit Name
1 Escrow Agreement in Accordance with Rule 419 under the Securities Act
of 1933, as amended**
3.1 Articles of Incorporation, as amended**
3.2 By-Laws**
4.1 Specimen Common Stock Certificate**
5 Opinion Regarding Legality**
10 Employment Agreement of Doug Greer
10.1 Amendment to Employment Agreement**
23.1 Consent of Counsel (to be included in Opinion Regarding Legality)**
23.2 Consent of Expert
27 Financial Data Schedule**
99.1 Subscription Agreement**
**Previously Filed.
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing. Information pertaining to our Common Stock is
contained in our Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section I 0(a)(3) of the Securities
Act of 1933, as amended; (ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the registration statement; (iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Offering.
Subject to the terms and conditions of Section 15(d) of the Exchange Act, the
undersigned Registrant hereby undertakes to file with the Securities and
Exchange Commission such supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted under authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to director, officer, and controlling
persons of the Registrant under its Certificate of Incorporation or provisions
of Florida law, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
If a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has duly caused this
Amendment No. 4
5 to its registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized by power of attorney, in
the City of Fort Lauderdale, State of Florida,
May 22
August ____, 2000.
Acquireu.com, Inc.
(Registrant)
/s/ Douglas E. Greer
Douglas E. Greer, President,
Treasurer, Chief Financial and
Accounting Officer and Director
37
F-3
F-18