EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. North Shore Capital I, Inc. ("North Shore"
or the "Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe
harbor provisions.
"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All forward-
looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of North Shore. The
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, North Shore undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
North Shore provides the following risk factor disclosure in connection
with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently known to
management that could cause actual results to differ materially from those in
forward-looking statements include the disclosures contained in the Quarterly
Report on Form 10-QSB to which this statement is appended as an exhibit and
also include the following:
FORWARD LOOKING STATEMENTS
THIS QUARTERLY REPORT AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
North Shore Capital I, Inc. (HEREINAFTER REFERRED TO AS "NORTH SHORE" AND/OR
"COMPANY") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF
1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2
AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF NORTH SHORE AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR
COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1
TO THIS FORM 10QSB, AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED
EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
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RISK FACTORS
1. The majority control by the Company's Principal Shareholders, Officers
and Directors may negatively impact the operation of the Company.
The Company's principal shareholders, officer and director will beneficially
own ninety-eight percent (98%) of the Company's Common Stock. As a
result, such person will have the ability to control the Company and direct
its affairs and business. Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of the Company.
See "Principal Stockholders."
2. Conflicts of interest between the Company and its officer and director
may impede the operational ability of the Company.
Certain conflicts of interest exist between the Company and its officer and
director. He has other business interests to which he devotes his time and
attention, and he may be expected to continue to do so although management
time should be devoted to the business of the Company. As a result, conflicts
of interest may arise that can be resolved only through their exercise of such
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judgment as is consistent with his fiduciary duties to the Company. See
"Management," and "Conflicts of Interest."
The Company's President and all current shareholders own all of the issued
and outstanding stock of three (3) additional corporations (North Shore
Capital II, III, and IV) which are shell companies formed February 3, 1999.
The Form 10-SB registration statement of North Shore Capital I through IV
may become effective by lapse of time on or about June 20, 2000. (See "Item
5. Directors, Executive Officers, Promoters, and Control Persons---Other
Blind Pool Activities.") Thus, the Company may be in competition with North
Shore Capital II, III, and IV, in seeking merger candidates.
The Company's Director may also elect, in the future, to form one or more
additional public shell companies with a business plan similar or identical to
that of the Company. Any such additional shell companies would also be in
direct competition with the Company for available business opportunities.
(See Item 5 - "Directors, Executive Officers, Promoters and Control Persons-
Conflicts of Interest.")
It is anticipated that Company's President may actively negotiate or otherwise
consent to the purchase of a portion of his common stock as a condition to, or
in connection with, a proposed merger or acquisition transaction. In this
process, the Company's President may consider his own personal pecuniary
benefit rather than the best interests of other Company shareholders, and the
other Company shareholders are not expected to be afforded the opportunity to
approve or consent to any particular stock buy-out transaction. See "Conflicts
of Interest."
3. The possible need for additional financing may impair the Company's
ability to locate the best available business opportunity.
The Company has very limited funds, and such funds may not be adequate to take
advantage of any available business opportunities. Even if the Company's funds
prove to be sufficient to acquire an interest in, or complete a transaction
with, a business opportunity, the Company may not have enough capital to exploit
the opportunity. The ultimate success of the Company may depend upon its
ability to raise additional capital. The Company has not investigated the
availability, source, or terms that might govern the acquisition of additional
capital and will not do so until it determines a need for additional financing.
If additional capital is needed, there is no assurance that funds will be
available from any source or, if available, that they can be obtained on terms
acceptable to the Company. If not available, the Company's operations will be
limited to those that can be financed with its modest capital.
4. The regulation of Penny Stocks may negatively impact the potential
trading market for the Company's securities.
The Company's securities, when available for trading, will be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other
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than established customers or accredited investors. For purposes of the rule,
the phrase "accredited investors" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
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 broker-dealers to sell the Company's securities and also may affect the
ability of purchasers in this offering to sell their securities in any market
that might develop therefor.
In addition, the Securities and Exchange 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, as amended. Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities. The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that
might develop for them.
Shareholders should be aware that, according to 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 (i) control of the market for the security by one or a
few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and
markups by selling broker-dealers; and (v) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated
to a desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.
5. The Company's limited operating history may severely impact its
ability to operate and locate the best available business opportunity.
The Company was formed in February of 1999 for the purpose of registering its
common stock under the 1934 Act and acquiring a business opportunity. The
Company has no operating history, revenues from operations, or assets other
than cash from private sales of stock. The Company faces all of the risks of
a new business and the special risks inherent in the investigation, acquisition,
or involvement in a new business opportunity. The Company must be regarded as
a new or "start-up" venture with all of the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.
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6. There can be no assurance of the Company's potential success or
profitability.
There is no assurance that the Company will acquire a favorable business
opportunity. Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits,
or that the market price of the Company's Common Stock will be increased
thereby.
7. Reporting Requirements May Delay Or Preclude Acquisition.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. 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 1934 Act are applicable.
8. The Company lacks market research and marketing organization.
The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the Company does not
have, and does not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in completing
any such business combination.
9. The Company's potential business opportunity -
Has not been identified and will be highly risky
The Company has not identified and has no commitments to enter into or acquire
a specific business opportunity and therefore can disclose the risks and
hazards of a business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific business or
opportunity that it may enter into. An investor can expect a potential
business opportunity to be quite risky. The Company's acquisition of or
participation in a business opportunity will likely be highly illiquid and
could result in a total loss to the Company and its stockholders if the business
or opportunity proves to be unsuccessful. See Item 1 "Description of
Business."
10. The type of business acquired may be unprofitable or present other
negative factors.
The type of business to be acquired may be one that desires to avoid effecting
its own public offering and the accompanying expense, delays, uncertainties,
and federal and state requirements which purport to protect investors. Because
of the Company's limited capital, it is more likely than
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not that any acquisition by the Company will involve other parties whose
primary interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently unprofitable or
present other negative factors.
11. The Company may not be able to conduct an exhaustive investigation
and analysis of potential business opportunities.
The Company's limited funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its capital or
other resources thereto. Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if the Company had more funds available to it, would be
desirable. The Company will be particularly dependent in making decisions
upon information provided by the promoter, owner, sponsor, or others associated
with the business opportunity seeking the Company's participation.
A significant portion of the Company's available funds may be expended for
investigative expenses and other expenses related to preliminary aspects of
completing an acquisition transaction, whether or not any business opportunity
investigated is eventually acquired.
12. The Company may lack diversification.
Because of the limited financial resources that the Company has, it is
unlikely that the Company will be able to diversify its acquisitions or
operations. The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated
with the Company's operations.
13. The Company may have to rely upon unaudited financial statements of
a potential business opportunity.
The Company generally will require audited financial statements from companies
that it proposes to acquire. No assurance can be given, however, that audited
financials will be available to the Company. In cases where audited financials
are unavailable, the Company will have to rely upon unaudited information
received from target companies' management that has not been verified by outside
auditors. The lack of the type of independent verification which audited
financial statements would provide, increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have the benefit
of full and accurate information about the financial condition and operating
history of the target company. This risk increases the prospect that the
acquisition of such a company might prove to be an unfavorable one for the
Company or the holders of the Company's securities.
Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus
will be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains
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subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding administrative
sanctions, including permanent injunctions against the Company and its
management. The legal and other costs of defending a Commission enforcement
action are likely to have material, adverse consequences for the Company and
its business. The imposition of administrative sanctions would subject the
Company to further adverse consequences.
In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange. Moreover, the lack of such
financial statements is likely to discourage broker-dealers from becoming or
continuing to serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be unable to
offer securities under a registration statement pursuant to the Securities Act
of 1933, and the ability of the Company to raise capital would be significantly
limited until such financial statements were to become available.
14. Government, State or Local regulations may limit the Company's
business opportunities.
An acquisition made by the Company may be of a business that is subject to
regulation or licensing by federal, state, or local authorities. Compliance
with such regulations and licensing can be expected to be a time-consuming,
expensive process and may limit other investment opportunities of the
Company.
15. There will be a limited participation by Management in the daily
operations of the Company.
The Company currently has one individual who is serving as its sole officer
and director. The Company will be heavily dependent upon his skills, talents,
and abilities to implement its business plan, and may, from time to time, find
that the inability of the officer and director to devote his full time
attention to the business of the Company results in a delay in progress toward
implementing its business plan. Furthermore, since only one individual is
serving as the officer and director of the Company, it will be entirely
dependent upon his experience in seeking, investigating, and acquiring a
business and in making decisions regarding the Company's operations. See
"Management." Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess
the information concerning the Company's officer and director.
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16. There is a lack of continuity in the Management of the Company.
The Company does not have an employment agreement with its officer and
director, and as a result, there is no assurance that he will continue to
manage the Company in the future. In connection with acquisition of a
business opportunity, it is likely the current officer and director of the
Company may resign. A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and is likely to
occur without the vote or consent of the stockholders of the Company.
17. The Company's required indemnification of its Officers and Directors
may negatively impact its operation.
The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or activities
on behalf of the Company. The Company will also bear the expenses of such
litigation for any of its directors, officers, employees, or agents, upon such
person's promise to repay the Company therefor if it is ultimately determined
that any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.
18. The Company's Directors have potentially limited liability.
The Company's Articles of Incorporation exclude personal liability of its
directors to the Company and its stockholders for monetary damages for breach
of fiduciary duty except in certain specified circumstances. Accordingly, the
Company will have a much more limited right of action against its directors
than otherwise would be the case. This provision does not affect the
liability of any director under federal or applicable state securities laws.
19. The Company may have to depend upon Outside Advisors.
To supplement the business experience of its officer and director, the
Company may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. The selection of any such
advisors will be made by the Company's President without any input from
stockholders. Furthermore, it is anticipated that such persons may be engaged
on an "as needed" basis without a continuing fiduciary or other obligation to
the Company.
20. The Company may engage in a highly risky leveraged transaction.
There is a possibility that any acquisition of a business opportunity by the
Company may be leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business opportunity
to be acquired, or against the projected future revenues or
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profits of the business opportunity. This could increase the Company's
exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
21. Significant competition may impair the Company's ability to locate
the best available business opportunity.
The search for potentially profitable business opportunities is intensely
competitive. The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company. These competitive conditions will exist in
any industry in which the Company may become interested.
22. There are no foreseeable dividends for the Company's shareholders.
The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.
23. The Company's present Management and Stockholders may lose control.
The Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but unissued Common Stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company.
The result of such an acquisition would be that the acquired company's
stockholders and management would control the Company, and the Company's
management could be replaced by persons unknown at this time. Such a merger
would result in a greatly reduced percentage of ownership of the Company by
its current shareholders. In addition, the Company's President could sell
his control block of stock at a premium price to the acquired company's
stockholders.
24. There is no public trading market for the Company's common stock.
There is no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon
the market price of the securities offered hereby. Owing to the low price of
the securities, many brokerage firms may not be willing to effect transactions
in the securities. Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the
selling price. Further, many lending institutions will not permit the use of
such securities as collateral for any loans.
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25. Affiliates and their successors/assigns may have exposure and risk
if re-selling securities pursuant to Rule 144.
All of the outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.
As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as required under
applicable state securities laws. Rule 144 provides in essence that a person
who has held restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed the greater of 1.0% of a company's outstanding
common stock or the average weekly trading volume during the four calendar
weeks prior to the sale. As a result of revisions to Rule 144 which became
effective on or about April 29, 1997, there will be no limit on the amount of
restricted securities that may be sold by a nonaffiliate after the restricted
securities have been held by the owner for a period of two years. A sale
under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the Common Stock
in any market that may develop.
Of the total 2,247,500 shares of common stock held by present stockholders of
the Company, 2,200,000 shares were issued pursuant to Rule 701 and may
become available for resale under Rule 144, on or about August 1, 2000. However,
recent correspondence directed from the Commission to the NASD suggests that
Rule 144 sales by affiliates or their successors/assigns will generally not
be afforded an opportunity to rely on Rule 144 for "safe harbor" re-selling
under such rule and will most likely only be able to transfer such securities
pursuant to an effective registration statement filed under the Securities
Act of 1933 (the "Act").
26. Blue Sky considerations may negatively impact the Company's ability
to sell or transfer its securities or to establish secondary trading
markets.
Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities. Some jurisdictions may not
under any circumstances allow the trading or resale of blind-pool or "blank-
check" securities. Accordingly, investors should consider the secondary
market for the Company's securities to be a limited one.