REGISTRATION NO.333-41896
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Amendment #1 to Form SB - 2
Amended Form SB - 2REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOWARD LLEWELLYN ARGENTINA GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 5499 76-0602961
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification
No.)
21112 123rd Avenue, Maple Ridge, BC V2X 4B4 CANADA
(604 ) 467-9116
(Address, including zip code, and telephone number, including
area code,
of registrant's principal executive offices)
Agent for Service: With a Copy to:
David Young Christopher J. Moran, Jr.
HOWARD LLEWELLYN ARGENTINA GROUP, INC. Attorney at Law
21112 123rd Avenue 4625 Clary Lake Drive
Maple Ridge, BC V2X 4B4 Canada Roswell, Georgia 30075
(604) 467-9116 (770) 518-9542
(770) 518-9640 Fax
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to
the public:
Approximate date of commencement of proposed sale to
the public:As soon as practicable after the effective
date of this registration statement.
As soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following box. [x]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box.[ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Aggregate Registration
each Class Registered Price Offering Fee
of per unit price
Securities
to be
registered
common 1,000,000 $ .01 per $10,000.00 $ 2.80
stock shares share
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to such section 8(a), may
determine.
SUBJECT TO COMPLETION
Prospectus
, 2000
HOWARD LLEWELLYN ARGENTINA GROUP, INC.
1,000,000 shares of common stock
to be sold by Howard Llewellyn Argentina Group, Inc.
This is the initial public offering of common stock of Howard
Llewellyn Argentina Group, Inc. and no public market currently
exists for these shares. Howard Llewellyn Argentina Group, Inc.
is offering for sale up to one million shares of its common stock
on a "self-underwritten" direct participation basis at a price of
$0.01 per share for a period of one hundred and eighty days from
the date of this prospectus.
The price for the common shares offered was set arbitrarily by us
and does not relate to earnings, book value or any other
established method of valuation; there are no provisions for the
return of funds if only a small number of shares are sold and no
minimum subscription amount has been set and no commissions will
be paid for the sale of the 1,000,000 shares offered by Howard
Llewellyn Argentina Group, Inc.
This investment involves a high degree of risk. See "Risk
Factors" beginning on page 5.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. The SEC has not made any
recommendations that you buy or not buy the shares. Any
representation to the contrary is a criminal offense.
This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any
jurisdiction where that would not be permitted or legal.
TABLE OF CONTENTS
HOWARD LLEWELLYN ARGENTINA GROUP, INC.
Summary Information and Risk Factors...................5
- - We have had losses since inception and expect such losses to
continue for the foreseeable future...............5
- - We expect to need additional financing and such financing
may not be available..............................6
- - We are totally dependent on one supplier and one website and
any difficulties with these could seriously affect our
chances of success................................6
- - Our shares are to be offered based on a direct participation
offering basis....................................6
- - Our Shares may never actually be traded and therefore purchasers
may never be able to resell .................. 6
Use of Proceeds........................................7
Determination of Offering Price........................7
Dilution...............................................8
Plan of Distribution...................................9
Legal Proceedings.....................................10
Directors, Executive Officers, Promoters and Control
Persons...............................................10
Security Ownership of Certain Beneficial Owners and
Management............................................11
Description of Securities.............................12
Disclosure of the Commission Position on the Indemnification
for Securities Act Liabilities........................14
Organization Within Last Five Years.................. 14
Description of Business...............................14
Management's Discussion and Analysis or Plan of
Operation.............................................24
Description of Property...............................25
Certain Relationships and Related Transactions........25
Market for Common Equity and Related Shareholder
Matters...............................................26
Executive Compensation................................26
Financial Statements................................. 27
Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure...................40
PART I - SUMMARY INFORMATION AND RISK FACTORS.
Prospectus Summary.
Howard Llewellyn Argentina Group, Inc. is a corporation formed
under the laws of the State of Nevada on April 2, 1999 whose
principal executive offices are located in Maple Ridge, British
Columbia, Canada.
The primary objective of the business is designed to market high-
quality, low-cost vitamins, minerals, nutritional supplements,
and other health and fitness products to medical professionals,
alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and
fitness professionals, school and other fund raising programs and
other similar types of customers via the Internet for sale to
their clients. Our license covers the distribution rights for
the Provinces of Saskatchewan and Manitoba, Canada. Howard
Llewellyn Argentina Group, Inc. is in the development stage and
has had no revenues.
Name, Address, and Telephone Number of Registrant
Howard Llewellyn Argentina Group, Inc.
21112 123rd Avenue
Maple Ridge, British Columbia V6E 2K3, Canada
(604) 467-9116
The Offering
- Price per share offered $0.01
- common stock offered by the company 1,000,000 shares
- common stock outstanding prior to this offering 5,000,000 shares
- common stock to be outstanding after the offering 6,000,000 shares
(assuming all shares are sold)
Risk Factors
We have had losses since inception and expect such losses to
continue for the foreseeable future.
Howard Llewellyn Argentina Group, Inc. has never had any
revenues. Costs are incurred to set up the business plan and to
get into business. While the licensor, Vitamineralherb.com
('Vita") has set up the master web page and organized the
processing of purchases, we must provide our own accounting
systems and sales planning including finding and hiring good,
reliable sales people. These efforts will use our cash reserves.
We will not have any substantial cash reserves even if this
entire offering is sold. If this offering is not completed, we
will not be able to get into business. This could have a serious
affect on the price of our stock.
Once we get into business and sales begin, we still expect to
lose money for a considerable period. We will record losses
until our profits from sales exceed our expenses. If we do not
accomplish this, any and all funds that we have in reserve will
be used up. You should consider these facts carefully before you
invest.
We expect to need additional financing and such financing may not
be available.
Howard Llewellyn Argentina Group, Inc. does not have sufficient
capital to properly get into business, to respond to new
technical developments or competition or to take advantage of
unexpected opportunities. Such items as special marketing
programs, the development of new services or opportunities to
acquire complimentary businesses require capital. Our success,
if any, of establishing the business, creation of sales and
follow-up service depends upon new capital through this offering.
Management estimates that our minimum expenses for the first
twelve months of operation will be $96,750. If the offering is
fully subscribed to and after the costs of this offering are
deducted, we would have no working capital.
Should this offering be unsuccessful we would be faced with
several options:
- cease operations and go out of business completely;
- begin looking for additional capital on terms that are
acceptable;
- bring in additional capital that involves a change of
control; or
- seek an acquisition candidate that seeks access to the
public marketplace and sources of financing, complete a merge or
reverse takeover and probably enter into a completely different
line of business.
You should be aware of one fact: if this offering is unsuccessful
we will be unable to implement our business plan unless and until
a new source of acceptable financing is found.
We have reached an oral agreement with Le Monde Marketing to
market our vitamin products and to loan us the money to fund our
marketing and operational expenses during our start up phase of
operations. Le Monde Marketing is located at 628-333 Terminal
Avenue, Vancouver, BC V6A 2L7.
Other than Le Monde Marketing, no other source of capital has
been approached and we do not have any other sources readily
available. If other sources are available we have no idea
whether capital can be obtained on terms and conditions that are
acceptable. Further, any such financing may be upon terms that
result in dilution or considerable lessening of value of the
shares currently held by our shareholders.
We are totally dependent on one supplier and one website and any
difficulties with these could seriously affect our chances of
success.
Vitamineralherb.com, the licensor is both the supplier of all of
our products and our customers, if any, access to those products.
If for any reason the licensor has a problem, whether it be
technical, financial or a default under their agreement with
their supplier(s) it will have a direct affect on our sales and
revenues, if any. Any permanent disruption of
Vitamineralherb.com's ability to supply us with products or an
ordering method via the Internet would put us out of business and
at the very least cause a major reorganization to secure new
products and a new website. The affect on the value of our
common stock would be very negative. Some points of specific
concern are:
- we have only one supplier;
- we have only one ordering facility: the
Vitamineralherb.com website;
- Vita mineralherb.com has only one suppler; and
- Vitamineralherb.com is dependent on many licensees getting
into business and being successful.
Our shares are to be offered based on a direct participation
offering basis.
The shares are offered by our executive officers on a direct
participation offering basis, and no individual, firm or
corporation has agreed to purchase or take down any of the
offered shares. We cannot and do not make any statement
guaranteeing that shares will be sold. No provisions have been
made to deposit in escrow the funds received from the purchase of
shares sold by us. Accordingly, the proceeds we raise, if any,
may be insufficient to pay our offering expenses and conduct our
feasibility study.
Our shares may never actually be traded and therefore purchasers
may never be able to resell.
Prior to the offering, there has been no public market for the
shares being offered. An active trading market may not develop.
Consequently, purchasers of the shares may not be able to resell
their securities at prices equal to or greater than the
respective initial public offering prices. The market price of
the shares may be affected significantly by factors such as
announcements by us or our competitors, variations in our results
of operations, and market conditions in the retail, electronic
commerce, and internet industries in general. Movements in prices
of stock may also affect the market price in general. As a result
of these factors, purchasers of the shares offered hereby may not
be able to liquidate an investment in the shares readily or at
all.
Use of Proceeds
Table 1 - Sale of 100% of Table 2 -Sale of 50% of
Issuer stock offered: Issuer stock offered:
Organizational Purposes $1,000 $1,000
Feasibility of License and
Market Research 6,500 1,500
EDGAR filing fees 2,500 2,500
We will have no working capital if this offering is fully
subscribed to. Therefore, we will not have money for contingency
and/or additional unanticipated expenses of getting the business
started. The amount being raised may not be enough to run the
business until sales revenues can take over. If it is not enough
we will be forced to look for more funding. Other than an oral
agreement with Le Monde Marketing of Vancouver, BC to lend us
money until we become operational, no arrangements have been made
for this funding.
Determination of Offering Price
We arbitrarily determined the price of the shares in this
offering. The offering price is not an
indication of and is not based upon the actual value of Howard
Llewellyn. It bears no relationship to our book value, assets or
earnings or any other recognized measure of value. The offering
price should not be regarded as an indicator of any future market
price of the securities.
Dilution
Howard Llewellyn Argentina Group, Inc., prior to this offering
has 5,000,000 shares of stock issued and outstanding.
The following table illustrates the difference between prices
paid by present shareholders and subscribers to this offering.
Percentage Percentage Percentage Percentage
of Consideration of Consideration of Shares of Shares
Price Paid 50% Subscription 100% Subscription Held - 50% Held - 100%
Present
Shareholders $ 0.001 11.46 06.08 91.00 83.33
Subscribers $ 0.01 88.54 93.92 09.00 17.50
</TABLE
"Dilution" means the difference between our public offering price
($0.01 per share) and our pro forma net tangible book value per
share after giving effect to this offering. Net tangible book
value per share is determined by dividing our tangible net worth,
consisting of tangible assets less total liabilities, by the
number of shares outstanding. The following table illustrates
under the above assumptions the dilution of a new investor's
equity as of December 1, 2000.
As of December 1, 2000, we have issued 5,000,000 shares to
our current shareholders in exchange for $15,647 in cash (an
average of approximately $0.0031 per share). Our net tangible
book value as of December 1, 2000 was $621 or approximately
$0.0001 per share. Giving effect to the sale of all shares
offered for cash, our pro forma net tangible book value after
deducting expenses of this offering estimated at $13,000, would
be approximately minus ($2,379) if our entire offering is sold or
approximately minus $0.0003 per share
Public offering price per share $0.01
Net tangible book value per share before offering $0.0001
Pro forma net tangible book value per share after offering ($0.0003)
Dilution per share to public investors ($0.0097)
Plan of Distribution
This is a self - underwritten offering. This prospectus is part
of a registration statement that permits the executive officers
of Howard Llewellyn Argentina Group, Inc. to sell directly to the
public, with no commission or other remuneration payable.
No public market currently exists for shares of Howard Llewellyn
Argentina Group, Inc. common stock. Howard Llewellyn Argentina
Group, Inc. intends to apply to have its shares traded on the
Over-the-Counter Bulletin Board.
Investors May Face Restrictions On the Resale of our Stock Due to
Federal Penny Stock Regulations.
Our securities, when and if they become available for trading,
will be subject to the Securities and Exchange Commission rule
that imposes special sales practice requirements upon broker-
dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general
terms:
a) institutions with assets exceeding $5,000,000; and
b) individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or
that, combined with a spouse's income, exceeds
$300,000).
For transactions covered by the rule, the broker-dealer must make
a special suitability determination for the purchaser and receive
the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of
purchasers of Harlequin Investments, Inc. securities to buy or
sell in any market that may develop.
The Commission has adopted a number of rules to regulate "penny
stocks." Such rules include Rules 3a51-1, 15g-1, 15g- 2, 15g-3,
15g-4, 15g-5, 15g-6 and 15g-7 under the Securities Exchange Act
of 1934.
Because our securities will constitute "penny stock" within the
meaning of the rules, the rules would apply to our securities.
The rules may further affect the ability of owners of our shares
to sell their securities in any market that may develop for them.
There may be a limited market for penny stocks, due to the
regulatory burdens on broker/dealers and the market among dealers
may not be active.
Investors in penny stock often are unable to sell stock back to
the dealer that sold them the stock. The mark-ups or commissions
charged by the broker/dealers could be greater than any profit a
seller may make. Because of large dealer spreads, investors may
be unable to sell the stock immediately back to the dealer at the
same price the dealer sold the stock to the investor. In some
cases the stock may fall quickly in value. Investors may be
unable to reap any profit from any sale of the stock, if they can
sell it at all.
Shareholders should be aware that, according to the Securities
and Exchange Commission Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud
and abuse. Such patterns include:
control of the market for the security by one or a few
broker-dealers that are often related to the promoter or
issuer;
manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases;
"boiler room" practices involving high pressure sales
tactics and unrealistic price projections by inexperienced
sales persons;
excessive and undisclosed bid-ask differentials and markups
by selling broker/dealers; and
the wholesale dumping of the same securities by promoters
and broker/dealers after prices have been manipulated to a
desired level, along with the inevitable collapse of those
prices with consequent investor losses.
Summary of Penny Stock Risks:
1) Our common stock is a penny stock.
2) Some states will not allow you to sell to their citizens.
3) Some broker/dealers will not handle transactions in penny
stocks.
4) SEC rules make selling your stock a cumbersome procedure.
5) Penny stock markets can be very volatile with large
swings up or down.
The offering shall be conducted by our executive officers.
Although these persons are associated person of us, as that term
is defined in Rule 3a4-1 under the Exchange Act, these persons
are deemed not to be brokers for the following reasons:
* They are not subject to a statutory disqualification
as that term is defined in Section 3(a)(39) of the Exchange Act
at the time of their participation in the sale of our securities.
* They will not be compensated for their participation
in the sale of our securities by the payment of commission or
other remuneration based either directly or indirectly on
transactions in securities.
* They are not an associated person of a broker or
dealer at the time of their participation in the sale of our
securities.
* They will restrict their participation to the
following activities:
A. Preparing any written communication or
delivering any communication through the mails or other means
that does not involve oral solicitation by them of a potential
purchaser;
B. Responding to inquiries of potential purchasers
in a communication initiated by the potential purchasers,
provided however, that the content of responses are limited to
information contained in a registration statement filed under the
Securities Act or other offering document;
C. 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.
The offering will remain open for a period until _____2001 or 180
days from the date of this prospectus, unless the entire gross
proceeds are earlier received or we decide, in our sole
discretion, to cease selling efforts. Our officers and directors,
and our stockholders and their affiliates may purchase shares in
this offering.
Legal Proceedings.
We are not aware of any legal proceedings that have been or are
currently being undertaken for or against Howard Llewellyn
Argentina Group, Inc. nor is any contemplated
Directors, executive officers, promoters and control persons.
The directors and executive officers currently serving Howard
Llewellyn Argentina Group, Inc. are as follows:
Name Age Positions Held and Tenure
Linden J. Soles 43 President and Director since
November, 1999
Jeffrey T. Reid 38 VicePresident and
Director since November 1999
Frederick W. Vanstone 59 SecretaryTreasurer and
Director since November, 1999
The directors will serve until the first annual meeting of Howard
Llewellyn's shareholders and their successors are elected and
qualified. Thereafter, directors will be elected for one-year
terms at the annual shareholders' meeting. Officers will hold
their positions at the pleasure of the board of directors, absent
any employment agreement.
Biographical information
Linden J. Soles has been an officer and director of Howard
Llewellen since November, 1999. For several years Mr. Soles has
been an internationally known and respected broadcast journalist.
Beginning in 1972 in his home city of Winnipeg, Manitoba, Linden
worked at a number of radio and television stations including the
Canadian Broadcasting Corporation. Moving to Vancouver, BC in
1991, Mr. Soles became the top rated newscaster in the history of
television in that city. He wrote, produced and was featured in
many local and national feature stories and documentaries. In
1993, he moved to Atlanta, Georgia and became a featured anchor
person on CNN. He served as anchor on "Prime News", "The World
Today", and "World News". He was the host, writer, producer,
director and composer on "CNN Year in Review" - 1995 and "Requiem
For Oklahoma City". He co-produced "America Mourns - CNN
Presents". He resigned from CNN in December of 1998. Mr. Soles
is currently President of Linden Soles Multimedia, Inc., Atlanta
Georgia.
Frederick W. Vanstone has served as an officer and director of
Howard Llewellen since October, 1999. From 1996 to the present
Mr. Vanstone has served as Chief of Staff, Crossroads Family of
Ministries, Burlington, Ontario, a company engaged in ministerial
services. For the previous eleven years Mr. Vanstone was
associated with Oral Roberts Ministries, Tulsa, Oklahoma. He
served as officer and director of the parent organization as well
as subsidiaries and associated entities. In 1979 and 1980 he was
CEO of Standard Guarantee Corporation. From 1972 through 1978,
Mr. Vanstone served as Chief Financial and Administrative Officer
for the Jim Pattison Group of Companies. From 1978 to the
present Mr. Vanstone has also operated Vandelia Enterprises Litd.
A company specializing in investment, consulting and development
banking.
Jeffrey T. Reid has served as an officer and director of Howard
Llewellen since October, 1999. From 1992 to the present, Mr.
Reid is the Franchise Owner of Boston Pizza International
Restaurants. Edmonton, Alberta. From 1990 through 1992 he was
territory and account manager for Cartier Wines and Beverages
Ltd. He covered Saskatchewan, Manitoba and Alberta for that
company. Prior to that he served as an independent freelance
producer, production manager and sound engineer in Winnipeg,
Manitoba.
Security ownership of certain beneficial owners and management
The following table sets forth, as of the date of this
prospectus, Howard Llewellyn's outstanding common stock owned of
record or beneficially by each Executive Officer and Director and
by each person who owned of record, or was known by Howard
Llewellyn to own beneficially, more than 5% of its common stock,
and the shareholdings of all Executive Officers and Directors as
a group. Each person has sole voting and investment power with
respect to the shares shown.
Shares Percentage of
Name Owned Shares Owned
Linden J. Soles 250,000 5.00%
President and Director
729-D Edgewood Avenue, NE
Atlanta, GA 30307 -2481
Frederick W. Vanstone 150,000 3.00%
Secretary, Treasurer,
and Director
21112-123rd Avenue,
Maple Ridge, BC,
Canada V2X 4B4
Jeffrey T. Reid 100,000 2.00%
Vice President and Director
21112-123rd Avenue,
Maple Ridge, BC,
Canada V2X 4B4
Gateway Equities 250,000 5.00%
21112-123rd Avenue,
Maple Ridge, BC,
Canada V2X 4B4
Hy Potential Investments Ltd. 250,000 5.00%
21112-123rd Avenue,
Maple Ridge, BC,
Canada V2X 4B4
All directors and
executive Officers as a
group (3 persons) 500,000 10.00%
Conflicts of Interest
The officers and directors will only devote a portion of their
time to the affairs of Howard Llewellyn Argentina Group, Inc..
There will be occasions when the time requirements of the
business conflict with the demands of their other business and
investment activities. We may need to employ additional
personnel. If this happens, we cannot be sure that good people
will be available and if they are available, we can get them at a
price we can afford.
Description of securities
The following description of Howard Llewellyn's capital stock is
a summary of the material terms of its capital stock. This
summary is subject to and qualified in its entirety by Howard
Llewellyn's Articles of Incorporation and Bylaws, and by the
applicable provisions of Nevada law.
The authorized capital stock of Howard Llewellyn consists of
100,000,000 shares of common stock having a par value of $0.001
per share per share. The Articles of Incorporation do not permit
cumulative voting for the election of directors, and shareholders
do not have any
preemptive rights to purchase shares in any future issuance of
Howard Llewellyn's common stock.
The holders of shares of common stock of Howard Llewellyn do not
have cumulative voting rights in connection with the election of
the Board of Directors, which means that the holders of more than
50% of such outstanding shares voting for the election of
directors can elect all of the directors to be elected, if they
so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of our directors.
The holders of shares of common stock are entitled to dividends
out of funds legally available when and as declared by the Board
of Directors. The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the
future. Each outstanding share of common stock entitles the
holder thereof to one vote per share on all matters. The holders
of the shares of common stock have no preemptive or subscription
rights. In the event of liquidation, dissolution or winding up of
the affairs of Howard Llewellyn, holders are entitled to receive,
ratably, the net assets available to shareholders after payment
of all creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To
the extent that additional shares of Howard Llewellyn's common
stock are issued, the relative interests of existing shareholders
may be diluted.
Transfer Agent
Howard Llewellyn Argentina Group, Inc. is currently serving as
its own transfer agent, and plans to continue to serve in that
capacity until such time as management believes it is necessary
or appropriate to employ an independent transfer agent in order
to facilitate the creation of a public trading market for its
securities. Should Howard Llewellyn Argentina Group, Inc.
securities be quoted on any exchange or OTC quotation system or
application is made to have the securities quoted, an independent
transfer agent will be appointed.
Indemnification of Officers and Directors
As permitted by Nevada law, Howard Llewellyn Argentina Group,
Inc.'s Articles of Incorporation provide that Howard Llewellyn
Argentina Group, Inc. will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle or
satisfy any civil or criminal action brought against them on
account of their being or having been Company directors or
officers, unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.
Exclusion of Liabilities
Pursuant to the laws of the State of Nevada, Howard Llewellyn
Argentina Group, Inc.'s Articles of Incorporation exclude
personal liability for its directors for monetary damages based
upon any violation of their fiduciary duties as directors, except
as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of
Section 7-106-401 of the Nevada Business Corporation Act, or any
transaction from which a director receives an improper personal
benefit. This exclusion of liability does not limit any right,
which a director may have to be indemnified, and does not affect
any director's liability under federal or applicable state
securities laws.
Disclosure of Commission position on indemnification for
Securities Act liabilities
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Howard Llewellyn Argentina Group, Inc.
pursuant to provisions of the State of Nevada, Howard Llewellyn
Argentina Group, Inc. has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable.
Organization within the last five years
Howard Llewellyn Argentina Group, Inc. was incorporated in the
State of Nevada on April 2, 1999 and is in the early stages of
development. From inception the only activities of Howard
Llewellyn Argentina Group, Inc. have been the development of its
business plan and the preparation for this registration
statement. It has no revenues nor does it have any expectation
of revenues until the completion of this offering and the
commencement of business.
Description of business
We were incorporated on April 2, 1999 in the State of Nevada.
On April 5, 1999 Howard Llewellyn Argentina Group, Inc. received
from David R. Mortenson & Associates of Alvin, Texas, the rights
to distribute and produce, in the state of Florida, an oxygen
enriched water product for fish farming, aquaculture,
mariculture, poultry raising, and for treating animal waste from
dairies, feedlots of all kinds, and for other similar uses.
These production and distribution rights were received from David
R. Mortenson and Associates in exchange for 2,000,000 shares of
common stock. David R. Mortenson and Associates acquired these
rights from the inventors of the product, N. W. Technologies,
Inc. under a distribution agreement. Several months later the
contract granting David R. Mortenson & Associates rights to the
technology was withdrawn. David R. Mortenson and Associates sued
N.W. Technologies Inc. in Harris County Court, Houston Texas.
To compensate for the possibility that we could lose our
principal asset and the obvious delay that this dispute and court
action has caused, David R. Mortenson & Associates has agreed to
suspend all financial requirements that are due or will be due in
the future until the dispute with N.W. Technologies, Inc. is
resolved. This means that they have waived enforcement of any
financial obligations, such as minimum purchase terms under the
license. They have also granted an alternative license, at no
additional charge, to Howard Llewellyn Argentina Group, Inc. for
the distribution of vitamin and herbal supplements for the
Provinces of Manitoba and Saskatchewan, Canada. This license
will enable us to create a business plan and start the process of
getting into business.
The License.
Howard Llewellyn Argentina Group, Inc. has a three year license
to market and sell vitamins, minerals, nutritional supplements,
and other health and fitness products to medical professionals,
alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and
fitness professionals, school and other fund raising programs and
other similar types of customers. All of these individuals and
organizations will order their products via the Internet for sale
to their clients. The license will be automatically renewed
unless Howard Llewellyn Argentina Group, Inc. or
Vitamineralherb.com gives the other notice of its intent not to
renew. David R. Mortenson is a principal of both David R.
Mortenson and Associates and Vitamineralherb.com.
As a licensee of Vitamineralherb.com, Howard Llewellyn Argentina
Group, Inc. eliminates the need to develop products, store
inventory, build and maintain a website, establish banking
liaisons, and develop a fulfillment system, thereby enabling us
to focus strictly on marketing and sales. Howard Llewellyn
Argentina Group, Inc. plans to target health and fitness
professionals in Manitoba and Saskatchewan who wish to offer
health and fitness products to their customers.
Vitamineralherb.com has granted a total of forty-six licenses for
the distribution of vitamin and herbal supplements.
Howard Llewellyn Argentina Group, Inc. (and its customers) will
have access to all products offered on the Vitamineralherb.com
website, as well as the ability to order custom-formulated and
custom-labeled products. Vitamineralherb.com sets the price for
products based on the manufacturer's price, plus a markup which
provides a 10% commission to Vitamineralherb.com and a profit for
Howard Llewellyn Argentina Group, Inc.
Three different labeling options are available to customers:
- products may be ordered with the manufacturer's standard
label with no customization.
- the fitness or health professional may customize the labels
by adding its name, address, and phone number to the standard
label. In most cases, these labels would be a standardized label
with product information and a place on the label for the wording
"Distributed by." This gives these health and fitness
professionals a competitive edge.
- labels may be completely customized for the health or
fitness professional.
When a fitness or health professional becomes a client, Howard
Llewellyn Argentina Group, Inc.'s salesperson will show the
client how to access the Vitamineralherb.com website. The client
is assigned an identification number that identifies it by
territory, salesperson, and business name, address, and other
pertinent information. The health or fitness professional may
then order the products it desires directly through the
Vitamineralherb.com website, paying for the purchase with a
credit card, electronic check ("e-check"), or debit card. All
products are shipped by the manufacturer directly to the
professional or its clients.
Howard Llewellyn Argentina Group, Inc. is not obliged to purchase
and maintain a large inventory, an order desk or shipping
department. This method of doing business, which only a short
time ago would be unthinkable is now a preferred way of shopping
(whether wholesale or retail) for a large segment of the
population of North America.
The website is maintained by Vitamineralherb.com and each
licensee pays an annual website maintenance fee of $500. All
financial transactions are handled by Vitamineralherb.com 's
Internet clearing bank. The Vitamineralherb.com webmaster
downloads e-mail orders several times a day, checks with clearing
bank for payment and then shall submit the product order and
electronic payment to International Formulation and
Manufacturing. Vitamineralherb.com then shall forward the money
due Howard Llewellyn Argentina Group, Inc. via electronic funds
transfer.
Vitamineralherb.com 's software shall track all sales through the
customer's identification number, and at month end, e-mail to
Howard Llewellyn Argentina Group, Inc. a detailed report
including sales commissions. Vitamineralherb.com has indicated
that it will use e-commerce advertising such as banner ads on
major servers and websites, as well as attempting to insure that
all major search engines pick Vitamineralherb.com first. All
sales originating from the website to customers located in
Saskatchewan and Manitoba will automatically be assigned to
Howard Llewellyn Argentina Group, Inc.
Milestones:
1. Confirmation of Market. Management of Howard Llewellyn
Argentina Group, Inc. has already begun to implement the first
stage of the business plan. We intend to retain a competent
specialist to do a marketing survey of the Provinces of Manitoba
and Saskatchewan.
2. Establishment of an office. One administration office is
planned for both provinces. Sales people would office in their
own homes. The one office that we would establish would act as a
coordinating and business office, looking after sales support,
book keeping and payroll. We estimate that office space will
cost in the neighborhood of $16 per square foot including taxes
and insurance. We estimate that we will require about 1,000
square feet initially.
3. Recruiting of sales people. We estimate that we will
require two sales people to cover the Provinces of
Saskatchewan and Manitoba; one headquartered in the city of
Regina covering Saskatchewan and the other in Winnipeg, the
Provincial Capitol of Manitoba, which would be our
administrative office. Sales people will be provided with a
basic draw against commissions of $1,000 per month. Our
plan is have them initially cover the two major cites,
thereby keeping expenses to a minimum. Rural Manitoba and
Saskatchewan with hundreds of small towns and villages will
be pre-qualified by telephone and then paid a sales call.
Cost of recruiting is estimated at $3,000.
4 Advertising. We envision advertising of our products and
services as a very low-keyed approach. We believe that direct
mail is the best and most cost effective method of reaching our
potential clients. Due to the fact that we are targeting a
fairly narrow segment of the population as potential retailers, a
well-designed mail piece and cover letter with follow up by
telephone should be adequate to introduce us to our potential
clients. Design and production of a mailing piece is estimated
at $7,000.
5. Generation of Revenues. We believe that a planned, slow-but-
steady growth pattern will serve us in the best fashion. By
keeping costs low and concentrating first on the major centers,
we believe that we can generate revenues in a fairly short time.
Initial order will provide a comparatively large purchase by the
retailer. After that the distributors will order product as they
require it. We believe that the initial surge of orders will
provide cash flow and that we will be able to reach a break-even
point or a small profit position before our capital is used up..
Since the net proceeds received from this offering are not enough
to accomplish those things we will have to obtain additional
financing through an additional offering or through capital
contributions by current shareholders. With the exception or an
oral agreement by Le Monde marketing to loan us funds to pay our
marketing and operational expenses during our start up phase, no
commitments to provide additional funds have been made by
management, shareholders or others. You cannot be sure that any
additional funds will be available on terms acceptable to Howard
Llewellyn Argentina Group, Inc. or at all. Howard Llewellyn
Argentina Group, Inc. does not expect to begin earning revenues
until shortly after a sales force is in place.
Growth of the Internet and electronic commerce.
The Internet has become an increasingly significant medium for
communication, information and commerce. According to NUA
Internet Surveys, as of February 2000, there were approximately
275.5 million Internet users worldwide. At the IDC Internet
Executive Forum held on September 28-29, 1999, IDC stated that in
1999 US $109 billion in purchases were impacted by the Internet.
IDC's vice president, Sean Kaldor, indicated that figure is
expected to increase more than ten-fold over the next five years
to US $1.3 trillion in 2003, with $842 million completed directly
over the Web. Howard Llewellyn Argentina Group, Inc. believes
that this dramatic growth presents significant opportunities for
online retailers.
We have assembled some of the available data regarding Internet
commerce that will be a portion of the information that is to be
digested in order to complete our study as to feasibility.
Web Commerce: 1996 $2.6 billion
2000 $220 billion
Web Users: 1996 28 million
2000 175 million
(Source: Ziff Davis)
Nearly one trillion will be spent on Information Technology (IT)
in 2000, representing about 60 percent of all capital spending
compared to just 10% of all capital spending in 1980.
(Source: NUA)
Nearly half of US Internet users have purchased a product or
service online.
(Source: A. C. Nielsen-May 11, 2000)
Consumers who have used the Internet since 1995 spend an average
of $ 388 per transaction while those who have been online for a
year only spend an average of $ 187 per transaction. The
equivalent figure for those who have been using the Internet
since 1997 is $ 298.
(Source: National Association of Business Economics)
An estimated 120 million Internet users, or 40 percent of the
total number online, have already made an online purchase,
according to a study from the Angus Reid Group. Over 50 % of all
online transactions were made in the USA. US users made an
average of 7 purchases in the three months before the survey,
spending an average of $828. The worldwide average spent by an
individual in the same period was less than $500.
75% of online shoppers in the US and Canada pay for e-commerce
purchases by credit card. Direct bank drafts, bank transfers and
cash on delivery are the other most favored payments methods. 93%
of Internet shoppers around the world said they were "somewhat
satisfied" or "extremely satisfied" with their online shopping
experience.
(Source: Angus Reid Group)
Internet advertising revenue more than doubled in 1999, coming to
a year-end total of $ 4.62 billion.
(Source: Internet Advertising Bureau [IAB])
AS OF MARCH, 2000 THERE WERE A WORLD-WIDE TOTAL OF 304,360,000
INTERNET CONNECTIONS. THE BREAKDOWN IS AS FOLLOWS:
Africa 2,589,000
Asia/Pacific 68,900,000
Europe 83,350,000
Middle East 1,900,000
USA & Canada 136,860,000
South Africa 10,740,000
(Source: Various; Methodology - Compiled by: Nua Internet
Surveys)
Financial results from the first quarter of this year show that
while Amazon nearly doubled its revenue, it sustained bigger
losses than during the same period last year. Despite this,
sales were up 95 percent from USD294 million in 1999 to USD574
million in 2000.
(Source: Reuters)
Global e-commerce will be worth 7.0 trillion dollars by 2004. 50%
of global sales will come from the US.
(Source: Forrester)
The vitamin, supplement, mineral and alternative health product
market.
In recent years, a growing awareness of vitamins, herbs, and
other dietary supplements by the general public has created a
whole new segment in the field of medicine and health care
products. According to Jupiter Communications, online sales of
such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. Howard Llewellyn Argentina
Group, Inc. believes that several factors are driving this
growth, including a rapidly growing segment of the population
that is concerned with aging and disease, a growing interest in
preventative health care, favorable consumer attitudes toward
alternative health products and a favorable regulatory statute,
the Dietary Supplement Health and Education Act of 1994.
The removal of most, if not all import duties, under the NAFTA
accord enables Howard Llewellyn Argentina Group, Inc. to import
its goods without undue trouble or delay. Some of sources relied
upon for product will undoubtedly be located in Canada and will
be easily available to Canadian customers as well as being
exported to the United States.
The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Howard Llewellyn Argentina Group, Inc.
expects competition to intensify in the future. Barriers to entry
are minimal and current and new competitors can launch sites at a
relatively low cost. In addition, the vitamin supplement, mineral
and alternative health product market is very competitive and
highly fragmented, with no clear dominant leader and increasing
public and commercial attention.
Howard Llewellyn Argentina Group, Inc.'s competitors can be
divided into several groups including:
- traditional vitamins, supplements, minerals and alternative
health products retailers;
- the online retail initiatives of several traditional
vitamins, supplements, minerals and alternative health products
retailers;
- online retailers of pharmaceutical and other health-related
products that also carry vitamins, supplements, minerals and
alternative health
products;
- independent online retailers specializing in vitamins,
supplements, minerals and alternative health products;
- mail-order and catalog retailers of vitamins, supplements,
minerals and alternative health products, some of which have
already developed online retail outlets; and
- direct sales organizations, retail drugstore chains, health
food store merchants, mass market retail chains and various
manufacturers of alternative health products.
Many of Howard Llewellyn Argentina Group, Inc.'s potential
competitors have longer operating histories, larger customer or
user base, greater brand recognition and significantly greater
financial, marketing and other resources than we have. In
addition, an online retailer may be acquired by, receive
investments from, or enter into other commercial relationships
with, larger, well-established and well-financed companies as use
of the Internet and other electronic services increases.
Competitors have and may continue to have aggressive pricing
policies and devote substantially more resources to website and
systems development than Howard Llewellyn Argentina Group, Inc.
does. Increased competition may result in reduced operating
margins and loss of market share.
Howard Llewellyn Argentina Group, Inc. believes that the
principal competitive factors in its market are:
- ability to attract and retain customers;
- breadth of product selection;
- product pricing;
- ability to customize products and labeling;
- quality and responsiveness of customer service.
Howard Llewellyn Argentina Group, Inc. believes that it can
compete favorably on these factors. However, we will have no
control over how successful our competitors are in addressing
these factors. In addition, Howard Llewellyn Argentina Group,
Inc. online competitors can duplicate many of the products or
services offered on the Vitamineralherb.com site.
Howard Llewellyn Argentina Group, Inc. believes that traditional
retailers of vitamins, supplements, minerals and other
alternative health products face several challenges in
succeeding:
- Lack of convenience and personalized service. Traditional
retailers have
limited store hours and locations. Traditional retailers
are also unable to provide consumers with product advice
tailored to their particular situation.
- Limited product assortment. The capital and real estate
intensive nature of store-based retailers limit the product
selection that can be economically offered in each store
location.
- Lack of Customer Loyalty. Although the larger traditional
retailers often attract customers, many of these customers are
only one-time users. People are often attracted to the name
brands, but find the products too expensive.
- the multilevel structure of some marketing organizations
mandates high prices.
As a result of the foregoing limitations, Howard Llewellyn
Argentina Group, Inc. believes there is significant unmet demand
for a shopping channel like that of Vita that can provide
consumers of vitamins, supplements, minerals and other
alternative health products with a broad array of products and a
convenient and private shopping experience.
Howard Llewellyn Argentina Group, Inc. hopes to attract and
retain consumers through the following key attributes of its
business:
- Broad Expandable Product Assortment. Howard Llewellyn
Argentina Group, Inc.'s product selection may be substantially
larger than that offered by store-based retailers since we do not
have to maintain large inventories.
- Low Product Prices. Product prices can be kept low due to
volume purchases through Howard Llewellyn Argentina Group, Inc.'s
affiliation with Vitamineralherb.com and other licensees. Our
not having an inventory, warehouse space and need for limited
administration should also make our prices lower. All products
will be shipped directly from Vitamineralherb.com 's inventory.
- Accessibility to Customized Products. At minimal cost,
health and fitness practitioners may offer their customers
customized products.
- Access to Personalized Programs. Health or fitness
professional can tailor vitamin and dietary supplement regimes to
their clients.
Regulatory Environment.
The manufacturing, processing, formulating, packaging, labeling
and advertising of the products Howard Llewellyn Argentina Group,
Inc. sells in Canada are or may be subject to regulation by
Health Canada which administers the Food and Drugs Act along with
relevant regulation thereto. Regulated products include herbal
remedies, natural health remedies, functional foods and
nutraceuticals. Health Canada regulates the formulation,
manufacture, labeling and distribution of foods, including
dietary supplements, cosmetics and over-the-counter or
homeopathic drugs. Under the Food and Drugs Act, a variety of
enforcement actions are available to Health Canada against
marketers of unapproved drugs or "adulterated" or "misbranded"
products. These include: criminal prosecution; injunctions to
stop the sale of a company's products; seizure of products;
adverse publicity "voluntary" recalls and labeling changes.
The Consumer Packaging and Labeling Act, as administered by
Industry Canada, requires that certain information labeling be
presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. A product may be deemed an unapproved
drug and "misbranded" if it bears improper claims or improper
labeling.
The manufacturing, processing, formulating, packaging, labeling
and advertising of the products Howard Llewellyn Argentina Group,
Inc. sells may also be subject to regulation by one or more U.S.
federal agencies, including the Food and Drug Administration, the
Federal Trade Commission, the United States Department of
Agriculture and the Environmental Protection Agency. These
activities also may be regulated by various agencies of the
states, localities and foreign countries in which consumers
reside.
The Food and Drug Administration, in particular, regulates the
formulation, manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the- counter or
homeopathic drugs.
Food and Drug Administration regulations require that certain
informational labeling be presented in a prescribed manner on all
foods, drugs, dietary supplements and cosmetics.
The Food and Drug Administration has indicated that claims or
statements made on a company's website about dietary supplements
may constitute "labeling" and thus be subject to regulation by
the Food and Drug Administration.
It is possible that the statements presented in connection with
product descriptions on Howard Llewellyn Argentina Group, Inc.'s
site may be determined by the Food and Drug Administration to be
drug claims rather than nutritional statements. Some of Howard
Llewellyn Argentina Group, Inc.'s suppliers may incorporate
objectionable statements directly in their product names or on
their products' labels, or otherwise fail to comply with
applicable manufacturing, labeling and registration requirements
for over-the-counter or homeopathic drugs or dietary supplements.
As a result, Vitamineralherb.com may have to remove or modify
some statements, products or labeling from its website.
Howard Llewellyn Argentina Group, Inc. cannot predict the nature
of any future Canadian or U.S. laws and regulations nor can it
determine what effect additional governmental regulations or
administrative orders would have on our business in the future.
Although the regulation of dietary supplements is less
restrictive than that of drugs and food additives Howard
Llewellyn Argentina Group, Inc. cannot assure you that the
current statutory scheme and regulations applicable to dietary
supplements will remain less restrictive.
Any laws, regulations, enforcement policies, interpretations or
applications applicable to Howard Llewellyn Argentina Group,
Inc.'s business could require the reformulation of certain
products to meet new standards, the recall or dropping of certain
products, additional record keeping, expanded documentation of
the properties of certain products, expanded or different
labeling.
Regulation of the Internet.
In general, existing laws and regulations apply to the Internet.
The precise applicability of these laws and regulations to the
Internet is sometimes uncertain. The vast majority of such laws
were adopted prior to the Internet and do not address the unique
issues of the Internet or electronic commerce.
Numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer
protection on the Internet. Due to the increasing use of the
Internet as a medium for commerce and communication, it is
possible that new laws and regulations could be passed with
respect to the Internet. These new laws and regulations could
cover issues such as user privacy, freedom of expression,
advertising, pricing, content and quality of products and
services, taxation, intellectual property rights and information
security. The adoption of such laws or regulations and the
applicability of existing laws and regulations to the Internet
may slow the growth of Internet use and result in a decline in
Howard Llewellyn Argentina Group, Inc.'s sales.
A number of legislative proposals have been made at the federal,
state and local level, and by foreign governments, that would
impose additional taxes on the sale of goods and services over
the Internet, and some states have taken measures to tax Internet-
related activities. Although Congress recently placed a three-
year moratorium on new state and local taxes on Internet access
or on discriminatory taxes on electronic commerce, existing state
or local laws were expressly excepted from this moratorium. Once
this moratorium is lifted, some type of federal and/or state
taxes may be imposed upon Internet commerce. Such legislation or
other attempts at regulating commerce over the Internet may
substantially impair growth and, as a result have a negative
affect on our business.
Employees.
Howard Llewellyn Argentina Group, Inc. is a development stage
company and currently has no employees. Howard Llewellyn
Argentina Group, Inc. is currently managed by its officers and
directors. We look to the board for their management and
financial skills and talents. For a complete discussion of the
board's experience, please see "Directors and Executive
Officers." Management plans to use consultants, attorneys and
accountants as necessary and does not plan to engage any full-
time employees in the near future other than sales people to set
up accounts.
Available Information and Reports to Securities Holders.
Howard Llewellyn Argentina Group, Inc. has filed with the
Securities and Exchange Commission a registration statement on
Form SB-2 with respect to the common stock offered by this
prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information
set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For
further information with respect to Howard Llewellyn Argentina
Group, Inc. and its common stock, see the registration statement
and the exhibits and schedules thereto. Any document Howard
Llewellyn Argentina Group, Inc. files may be read and copied at
the Commission's Public Reference Room located at 450 Fifth
Street N.W., Washington D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information about the public reference
room. Howard Llewellyn Argentina Group, Inc.'s filings with the
Commission are also available to the public from the Commission's
website at http://www.sec.gov.
Upon completion of this offering, Howard Llewellyn Argentina
Group, Inc. will become subject to the information and periodic
reporting requirements of the Securities Exchange Act of 1934
and, accordingly, will file periodic reports, proxy statements
and other information with the Commission. Such periodic reports,
proxy statements and other information will be available for
inspection and copying at the Commission's public reference
rooms, and the website of the Commission referred to above.
Forward looking statements.
You should not rely on forward-looking statements in this
prospectus. This prospectus contains forward-looking statements
that involve risks and uncertainties. We use words such as
anticipates", "believes", "plans", "expects", "future", "intends"
and similar expressions to identify these forward-looking
statements. Actual results could differ materially from those
anticipated in these forward-looking statements for many reasons.
Management's Discussion and Analysis Or Plan Of Operation.
Upon the completion of all or part of the sale of shares
contained in this offering, Howard Llewellyn Argentina Group,
Inc. intends to proceed as quickly as possible to do an in-depth
feasibility study and if and when that study proves the project
to be feasible, hire one or more sales representatives to present
its service to potential customers. Geography is an obstacle
that must be dealt with. The Provinces of Manitoba and
Saskatchewan are very large, making adequate coverage by one
salesperson virtually impossible. A minimum of two
representatives will be necessary. After opening accounts, these
representatives will be necessary to service existing customers.
Research has indicated that this servicing or detailing of
already established accounts results in larger increases in
reorders of product.
Estimated expenses for the next twelve months are as follows:
US dollars Cdn.dollars
Two sales persons (draw against
commissions) @ $1000 per month* $36,000 $ 54,000
Administration $12,000 $ 18,000
Employee benefits $16,000 $ 24,000
Office rent $12,000 $ 18,000
Office supplies ( including furniture) $10,000 $ 15,000
Development stage costs
(including recruiting costs) $ 1,000 $ 1,500
Website maintenance $ 500 $ 750
Contingency (10%) $ 8,750 $ 13,125
Total first year expenses $96,250 $144,375
* All figures shown are in United States and Canadian dollars. A
conversion rate of 1.5 was used.
At the completion of the feasibility study we will determine
whether or not we will proceed with the business plan, hire
employees and generate sales. If we decide to proceed we will
need a minimum of $100,000 in additional capital. This will
require a capital injection through a private placement. If
required, me may have to file an entirely new registration
statement and prospectus.
If the proposed offering proceeds are not received, operations
would be scaled down. One sales person would be hired instead of
two; administration would be handled by an officer and director
at no cost. The same officer and director would supply office
space during the start-up process. Growth would be much slower
and Howard Llewellyn Argentina Group, Inc. would not be able to
rent office space and hire administrative help until sales
volumes and gross profits were large enough. If no funds are
received from this offering, management would be forced to decide
whether or not to proceed with the business and either delay
starting or cancel the project completely.
Description of property.
Howard Llewellyn Argentina Group, Inc. maintains a mailing
address at the office of one of its shareholders, but otherwise
does not maintain an office. We pay no rent and own no real
estate.
Certain Relationships and Related Transactions
Prior to the date of this registration statement we issued to ten
individuals a total of 2,000,000 shares of common stock in
consideration of acquiring the rights to manufacture and market
an oxygen-enhanced product for use in aquaculture, fish and
poultry farming and the bioremediation of waste ponds and lagoons
in the state of Florida. David R. Mortenson and Associates, a
Texas general partnership acquired these rights from the
inventors of the product, N.W. Technologies Inc. under a
distribution agreement.
In December, 1999 N.W. Technologies unilaterally canceled its
contract and distribution agreement with David R. Mortenson and
Associates. David R. Mortenson and Associates as well as several
of the concerns that have an interest in the technology through
distribution agreements with David R. Mortenson and Associates,
have filed suit in Harris County court, Texas against N.W.
Technologies Inc, its officers and directors and several other
individuals and concerns involved with the cancellation and
withdrawal.
We are not withdrawing from its from our agreement with David R.
Mortenson and Associates for the distribution and manufacture of
the oxygen-enhanced products, nor have we any intention of doing
so at the present time. All obligations under that agreement
have been suspended until the lawsuit is resolved.
In order to avoid litigation with us and to protect our
shareholders, David R. Mortenson and Associates granted a
distribution territory for an Internet based vitamin and health
supplement company. The company, Vitamineralherb.com, is located
San Diego, California. There was no charge for this distribution
territory that is for the Provinces of Saskatchewan and Manitoba,
Canada.
Market for common equity and related stockholder matters.
Howard Llewellyn Argentina Group, Inc. is a development stage
company that is still in the beginning stages of implementing its
business plan. No market currently exists for the common stock.
Upon completion of all or part of the offering of common shares
contained in this registration statement, it is the intention of
Howard Llewellyn Argentina Group, Inc. to apply for a trading
symbol and a listing to have its shares quoted on the Over-the-
Counter Bulletin Board. There can be no assurance that any part
of this offering will be subscribed to and if all or part of the
offering is subscribed to, that the request of Howard Llewellyn
Argentina Group, Inc. to have the price of its stock quoted on
the Over-the-Counter Bulletin Board will be granted. You should
take all of the above facts into consideration before making a
decision to purchase any amount of Howard Llewellyn Argentina
Group, Inc. stock.
Executive compensation.
The following discussion addresses all compensation awarded to,
earned by, or paid to our named executive officers and directors.
No officer or director has received any remuneration from Howard
Llewellyn. Although there is no current plan in existence, it is
possible that we will adopt a plan to pay or accrue compensation
to the officers and directors for services related to the
implementation of the business plan. Howard Llewellyn has no
stock option, retirement, incentive, defined benefit, actuarial,
pension or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.
We have no employment contract or compensatory plan or
arrangement with any executive officer. The directors and
officers currently do not receive any cash compensation for
service as a members of the Board of Directors. There is no
compensation committee and no compensation policies have been
adopted.
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A Development Stage Enterprise)
AUDIT REPORT
December 31, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80222
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant..................... F1
Balance Sheet, December 31, 1999 ......................... F2
Statement of Operations, for the
Period April 2, 1999 (Inception)
Through December 31, 1999................................. F3
Statement of Stockholders Equity
(Deficit), April 2, 1999 (Inception)
Through December 31, 1999................................. F4
Statement of Cash Flows for the
Period From April 2, 1999 (Inception)
Through December 31, 1999 ................................ F5
Notes to Financial Statements............................ F6&F7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITORS REPORT
Board of Directors
Howard Llewellyn Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, British Columbia V2X4B4
Canada
Sirs:
I have audited the accompanying Balance Sheet of Howard Llewellyn
Argentina Group Inc. (A Development Stage Enterprise) as of
December 31, 1999 and the Statements of Operations, Stockholders'
Equity, and Cash Flows for the period April 2, 1999 (Inception)
through December 31, 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
audits.
My examination was made in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance as to 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 our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Howard Llewellyn Argentina Group Inc. as of December 31, 1999,
and the results of its operations and changes in its cash flows
for the period from April 2, 1999 (Inception) through December
31, 1999, in conformity with generally accepted accounting
principles.
Janet Loss, C.P.A., P.C.
December 28, 2000
F1
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS:
LICENSE RIGHTS $ 2,000
TOTAL ASSETS $ 2,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ 0
STOCKHOLDERS EQUITY:
COMMON STOCK, $0.001 PAR
VALUE; 100,000,000 SHARES
AUTHORIZED; 5,000,000 SHARES
ISSUED AND OUTSTANDING $ 2,500
ADDITIONAL PAID-IN CAPITAL 147
DEFICIT (647)
TOTAL STOCKHOLDERS' EQUITY (DEFICT)(See Note IV.) 2,000
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 2,000
The accompanying notes are an integral part of the financial
statements.
F2
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
REVENUES: $ 0
OPERATING EXPENSES:
FEES $ 165
TAXES AND LICENSES 320
OFFICE EXPENSES 162
TOTAL OPERATING EXPENSES 647
NET (LOSS) $ (647)
NET (LOSS) PER SHARE FOR THE PERIOD $ (0.0002)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,000,000
The accompanying notes are an integral part of the financial
statements.
F3
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
(Deficit)
Accumulated
Common Common Additional During Total
Stock Stock Paid-in the Stockholders
Number of Amount Capital Development Equity
Shares Stage
April 2, 1999
Issuance of
Common Stock for 500000 500 147 0 647
Cash
Issuance of
Common Stock
For License 2000000 2,000 0 0 2,000
Rights
Issuance of
Common Stock 2500000 0 0 0 0
Reflecting 2-1
forward split
Deficit for the
Period From
December 31,
1999 (Inception) 0 0 0 (647) (647)
Through December
31, 1999
Balance December 5000000 (647) 2,500 147 2,000
31, 1999
The accompanying notes are an integral part of the financial
statements.
F4
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:
NET INCOME (LOSS) $ (647)
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF LICENSE RIGHTS (See Note IV.) (2,000)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCKS 2,647
INCREASE (DECREASE) IN CASH 0
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD 0
The accompanying notes are an integral part of the financial
statements.
F5
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE I. ORGANIZATION AND HISTORY
The Company is a Nevada Corporation and the Company has been in
the development stage since its formation on April 2, 1999.
The Companies' only activities have been organizational, directed
at acquiring its principle assets, raising its initial capital
and developing its business plan.
On April 2, 1999, HOWARD LLEWELLEN ARGENTINA GROUP INC. issued
500,000 shares of common stock as founder shares to the officers
and directors of the Company. The shares are for compensation of
time, effort and expenditures to organize and form the
corporation. On April 28, 1999 HOWARD LLEWELLYN ARGENTINA GROUP
INC. issued 2,000,000 shares of common stock in return for the
water treatment rights for the state of Pennsylvania and the
development of the business plan.
On November 24, 1999 all 2,500,000 shares of common stock of
HOWARD LLEWELLEN ARGENTINA GROUP INC. was purchased by the
present shareholders. They immediately affected a two - to - one
forward split for a total of 5,000,000 issued and outstanding
shares
NOTE II. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash on deposit,
and highly liquid investments with maturities generally of three
months or less. At December 31, 1999, there were no cash
equivalents.
F6
YEAR END
The Company has elected to have a fiscal year ended December 31.
USE OF ESTIMATES
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts
of assets and liabilities at the date of financial statements, as
well as revenues and expenses reported for the periods presented.
The Company regularly assesses these estimates and, while actual
results may differ management believes that the estimates are
reasonable.
NOTE IV. RELATED PARTY TRANSACTIONS
The Company has entered into an agreement made effective April 5,
1999 with David R. Mortenson & Associates (Grantor) to receive
the rights to distribute the products developed by NW
Technologies, Inc. The terms and conditions of the agreement are
as follows:
1. The Company agrees to pay the Grantor the sum of $2,000 in
the sum of 2,000,000 shares of common stock having a par value of
$0.001 per share. (See balance sheet.)
2. The agreement is for a term of three years.
3. The contract covers onetime License fee of $10,000.00,
annual fee of $20,000.00, monthly royalty payment of 8%, minimum
purchase obligations of $50,000.00 in the first 6 months, $75,000
in the next six months and $175,000.00 in the second year. The
Licensee will pay for each technical personnel from the Company
in the amount of $300.00 per day plus travel and accommodation
expenses.
4. The contract is exclusive and the territory covers the State
of Florida.
David R. Mortenson is one of the original incorporators and
Directors of the Company and is a principal in David
Mortenson & Associates and Vitamineralherb.com. He is at non-
arms length with the Company.
David Mortenson & Associates is involved in a laid suit against
N.W. Technologies, Inc. in Harris County Court, Texas. In the
opinion of management, the Company has no direct or indirect
interest in the Texas lawsuit.
F7
NOTE V. SUBSEQUENT EVENTS
In December, 1999 N.W. Technologies, Inc. unilaterally cancelled
its contract with David Mortenson & Associates. As a result,
early in the year 2000 David Mortenson & Associates laid suit
against N.W. Technologies, Inc. in Harris County Court, Texas.
In a letter dated January 5, 2000 David Mortenson & Associates
suspended all present and future payments under the License
Agreement until their dispute with N.W. Technologies is resolved.
On January 20, 2000 David Mortenson & Associates gave the Company
a License to distribute vitamins, minerals, herbs and other
health products and supplements through the Internet. The
license calls for a 10% add-on for all products purchased and an
annual $500 website maintenance fee. The effective date of the
License Agreement was January 3, 2000.
The Registrant is expected to bear all expenses relating to the
offering. The initial amount is expected to be about $13,000.00.
F8
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INTERIM FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT)
BALANCE SHEETS
AS AT December 28, 2000 AND DECEMBER 31, 1999
ASSETS
December 28, 2000 December 31,1999
Un-audited Audited
CURRENT ASSETS:
CASH $621 $ 0
TOTAL CURRENT ASSETS 621 0
OTHER ASSETS
LICENSE RIGHTS 2,000 2,000
TOTAL ASSETS 2,621 2,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE 0 0
TOTAL CURRENT LIABILITIES 0 0
STOCKHOLDERS EQUITY:
COMMON STOCK $0.001 PAR
VALUE; 100,000,000 SHARES
AUTHORIZED AND 5,100,000
(5,000,000) SHARES ISSUED
AND OUTSTANDING 2,600 2,500
ADDITIONAL PAID-IN CAPITAL 13,047 147
(DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE) (13,026) (647)
TOTAL STOCKHOLDERS' EQUITY 2,621 2,000
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,621 $ 2,000
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INTERIM FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT)
STATEMENT OF OPERATIONS
FOR THE TEN MONTHS ENDED December 28, 2000 AND FOR THE PERIOD
APRIL 2, 1999 (INCEPTION) TO DECEMBER 31, 1999
December 28, 2000 December 31, 1999
Un-audited Audited
REVENUES: $0 $0
OPERATING EXPENSES:
TAXES AND LICENSES 0 320
OFFICE EXPENSES 279 162
LEGAL AND ACCOUNTING FEES 10,600 0
FEES 165
CONSULTING FEES 1,500 0
TOTAL OPERATING EXPENSES 12,379 647
NET (LOSS) FOR THE PERIOD (12,379) (647)
NET (LOSS) PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,100,000 5,000,000
HOWARD LLEWELLYN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
INTERIM FINANCIAL STATEMENTS
(PREPARED BY MANAGEMENT)
STATEMENT OF CASH FLOWS
FOR THE TEN MONTHS ENDED December 28, 2000 AND THE PERIOD
APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
December 28, 2000 December 31, 1999
Un-audited Audited
CASH FLOWS FROM (TO)
OPERATING ACTIVITIES:
NET INCOME (LOSS) (12,379) (647)
CASH FLOWS FROM (TO)
INVESTING ACTIVITIES:
PURCHASE OF LICENSE RIGHTS 0 (2,000)
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCKS 13,000 2,647
NET INCREASE (DECREASE) IN CASH 621 0
CASH, BEGINNING OF PERIOD 0 0
CASH, END OF PERIOD $621 $0
Changes in and Disagreements with Accountants on Accounting and
Financial disclosure.
There have been no changes in and/or disagreements with Janet
Loss, C.P.A., P.C. on accounting and financial disclosure
matters.
PART II - Information Not Required in Prospectus
Item 24. Indemnification of directors and officers.
Howard Llewellyn's Articles of Incorporation provide that it must
indemnify its directors and officers to the fullest extent
permitted under Nevada law against all liabilities incurred by
reason of the fact that the person is or was a director or
officer or a fiduciary of an employee benefit plan, or is or was
serving at the request of as a director or officer, or fiduciary
of an employee benefit plan, of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify Howard
Llewellyn's directors and officers from all costs and expenses of
liability incurred by them in connection with any action, suit or
proceeding in which they are involved by reason of their
affiliation with Howard Llewellyn. Pursuant to Nevada law, a
corporation may indemnify a director, provided that such
indemnity shall not apply on account of:
(a) acts or omissions of the director finally adjudged to
be
intentional misconduct or a knowing violation of law;
(b) unlawful distributions; or
(c) any transaction with respect to which it was finally
adjudged that such director personally received a
benefit in
money, property, or services to which the director was
not
legally entitled.
The bylaws of Howard Llewellyn, filed as Exhibit 3.2, provide
that it will indemnify its officers and directors for costs and
expenses incurred in connection with the defense of actions,
suits, or proceedings against them on account of their being or
having been directors or officers of Howard Llewellyn, absent a
finding of negligence or misconduct in office.
Howard Llewellyn's Bylaws also permit it to maintain insurance on
behalf of its officers, directors, employees and agents against
any liability asserted against and incurred by that person
whether or not Howard Llewellyn has the power to indemnify such
person against liability for any of those acts.
Item 25. Other expenses of issuance and distribution.
Expenses incurred or (expected) relating to this Registration
Statement and distribution are as follows: The amounts set forth
are estimates except for the SEC registration fee:
Amount
SEC registration fee $ 2.80
Printing and engraving expenses 2,000.00
Registration Statement fees and expenses 8,000.00
Accountants' fees and expenses 1,500.00
Transfer agent's and registrar's fees
and expenses 500.00
Miscellaneous 997.20
Total $13,000.00
The Registrant will bear all expenses shown above.
To date Howard Llewellyn Argentina Group, Inc. has spent a total
of $13,000 for office expenses and legal and accounting fees.
Item 26. Recent sales of unregistered securities.
Set forth below is information regarding the issuance and sales
of Howard Llewellyn Argentina Group, Inc. securities without
registration since its formation. No such sales involved the use
of an underwriter, no advertising or public solicitation were
involved, the securities bear a restrictive legend and no
commissions were paid in connection with the sale of any
securities.
On April 2, 1999, Howard Llewellyn Argentina Group, Inc. issued
500,000 shares of common stock to the officers and directors as
founders' shares in return for the time, effort and expenditures
to organize and form the corporation. On April 28, 1999 Howard
Llewellyn Argentina Group, Inc. issued 200,000 shares of common
stock each to ten individuals for a total of 2,000,000 shares in
return for the water treatment rights for the state of Florida
and the development of the business plan. These securities were
issued in reliance upon the exemption contained in Section 4(2)
of the Securities Act of 1933. These securities were issued to
the promoters of the company and bear a restrictive legend. In
addition, the 200,000 shares issued for the water treatment
rights were issued in reliance on Section 3(b) of the Securities
Act of 1933 and Rule 504 of Regulation D promulgated thereunder.
On August 17, 1999, the Board of Directors of Howard Llewellyn
Argentina Group, Inc. filed an amendment to its Articles of
Incorporation with the state of Nevada increasing the authorized
capital to 100,000,000 shares of common stock.
On November 24, 1999 all 2,500,000 shares of common stock of
Howard Llewellyn Argentina Group, Inc. were purchased by the
present shareholders. They immediately effected a two - to - one
forward split for a total of 5,000,000 issued and outstanding
shares
Item 27. Exhibits.
The following exhibits are filed as part of this Registration
Statement;
Exhibit
Number Description
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Opinion re: Legality
10.1 License Agreement*
10.2 Assignment of License Agreement*
10.3 License Agreement-Water*
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
27 Financial Data Schedule
* Previously filed on July 28, 2000
Item 28. Undertakings
The undersigned registrant hereby undertakes:
1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(b) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which is being registered) any
deviation from the high or low end of the estimated maximum range
may be reflected in the form of prospectus filed with the
commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of registration Fee" table in the effective
registration statement; and
(c) To include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new
registration statement of the securities offered and
the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities being registered, which
remain unsold at the end of the offering.
4) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling Howard Llewellyn Argentina Group,
Inc. pursuant to provisions of the State of Nevada or otherwise,
Howard Llewellyn Argentina Group, Inc. has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we will, unless in the
opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public
policy as expressed in the Securities Act and we will be governed
by the final adjudication of such issue.
Signatures
Signatures
In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City Vancouver, Province of British Columbia, Canada
On January 30, 2001
(Registrant) Howard Llewellyn Argentina Group, Inc.
By: /S/ Linden J. Soles
Linden J. Soles, President.
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date stated.
By: /S/ Linden J. Soles,
Linden J. Soles, President and Director
Date: January 30, 2001
By: /S/ Frederick W. Vanstone
Frederick Vanstone, Secretary/Treasurer, Director,
Chief Financial Officer and Chief Accounting Officer
Date: January 30, 2001
By: /S/ Jeffrey T. Reid
Jeffrey T. Reid, Vice President and Director
Date: January 30, 2001
EXHIBIT 5.1
OPINION RE: LEGALITY
CHRISTOPHER J. MORAN, JR.
Attorney at Law
4625 Clary Lakes Drive
Roswell, Georgia 30075
Telephone Telecopier
(770)518-9542 (770) 518-9640
January 30, 2001
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Howard Llewellyn Argentina Group, Inc. Registration Statement
on Form SB-2
Ladies and Gentlemen:
I have acted as counsel for Howard Llewellyn Argentina Group,
Inc., a Nevada corporation (the "Company"), in connection with
the preparation of the registration statement on Form SB-2 (the
"Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), relating to the public offering
(the "Offering") of up to 1,000,000 shares (the "shares") of the
Company's common stock, $.001 par value (the "common stock").
In rendering the opinion set forth below, I have reviewed (a) the
Registration Statement and the exhibits thereto; (b) the
Company's Articles of Incorporation; (c) the Company's Bylaws;
(d) certain records of the Company's corporate proceedings as
reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant. In my examination, I
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies
thereof. In addition, I have made such other examinations of law
and fact as we have deemed relevant in order to form a basis for
the opinion hereinafter expressed.
Based on the foregoing, I am of the opinion that all issued
shares are validly issued, fully paid and non-assessable pursuant
to the corporate law of the State of Nevada. (Chapter 78A of the
Nevada Revised Statutes)
I am also of the opinion that if and when the registration
statement should become effective, all shares sold to the public
through the use of the registration statement and the prospectus
contained therein, will be validly issued, fully paid and non-
assessable pursuant to the corporate law of the State of Nevada.
(Chapter 78A of the Nevada Revised Statutes)
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement
Very truly yours;
/S/ Christopher J. Moran, Jr.
Christopher J. Moran, Jr.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
CONSENT OF INDEPENDENT AUDITOR
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire
Suite 500
Denver, CO 80222
The Board of Directors
Howard Llewellyn Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, BC V2X 4B4
Canada
Dear Sirs:
This letter will authorize you to include the Audit of your
company dated December 31, 1999 and the Audit Report dated
December 28, 2000 in the Registration Statement currently
under review with the Securities and Exchange Commission.
Yours Truly,
/s/Janet Loss,
Janet Loss C.P.A., P.C.
December 28, 2000