As filed with the Securities and Exchange Commission on August 24, 2006
Registration No. 333-133270
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 1)
BARTER AMERICAS, INC.
(Name of small business issuer in its charter)
Nevada 7380 20-4057300
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification No.)
organization)
113 S. E. 22nd Street, Suite 3, Bentonville Arkansas 72712 (479)927-1800
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(Address and telephone number of principal executive offices)
113 S. E. 22nd Street, Suite 3, Bentonville Arkansas 72712 (479)927-1800
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(Address of principal place of business or intended principal place of business)
Karlton Management, Inc., 2550 East Desert Inn Road, Las Vegas, Nevada 89121
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(702) 696-0678
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(Name, address, and telephone number of agent for service)
With Copies to:
T. Alan Owen
Attorney at Law
1112 East Copeland Road
Suite 420
Arlington, Texas 76011
Approximate date of proposed sale to the public: As soon as is practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
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
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Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be To Be Offering Price Aggregate Registration
Registered Registered (1) Per Share (1) Offering Price (1) Fee (1)
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Common Stock,
$0.001 par value $750,000 $1.00 $750,000 $225.00
(1) The 750,000 shares of common stock being registered will be sold to
investors at a price of $1.00 per share, making the maximum registration fee the
sum of $225.00 ($750,000 x 0.0003 = $225.00).
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 or until the registration statement shall become effective on
such date as the SEC, acting pursuant to said Section 8 (a), may determine.
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BARTER AMERICAS, INC.
Sale of 750,000 shares of common stock
This prospectus relates to the registration and sale of 750,000 shares
of the registrant's common stock. Shares offered by the registrant may be sold
by one or more of the following methods:
1. Ordinary brokerage transactions in which a broker solicits
purchases; and
2. Face to face transactions between the registrant and purchasers
without a broker.
A current prospectus must be in effect at the time of the sale of the
shares of common stock discussed above.
The registrant and any broker that sells the stock registered hereunder
is required to deliver a current prospectus to the purchaser/investor upon the
purchase of such stock by the investor. In addition, for the purposes of the
Securities Act of 1933, sellers may be deemed underwriters. Therefore, the
registrant may be subject to statutory liabilities if the registration
statement, which includes this prospectus, is defective by virtue of containing
a material misstatement of fact or by failing to disclose a material fact.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE THE
REGISTRANT'S STOCK ONLY AFTER CAREFULLY CONSIDERING THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THE REGISTRANT AND ITS COMMON STOCK. THE REGISTRANT URGES ANY
PROSPECTIVE INVESTOR TO READ THE RISK FACTORS SECTION OF THIS PROSPECTUS, WHICH
BEGINS ON PAGE 3, ALONG WITH THE REST OF THIS PROSPECTUS, BEFORE MAKING AN
INVESTMENT DECISION.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus is truthful
and complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 30, 2006.
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TABLE OF CONTENTS
Page
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . 16
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution and Selling . . . . . . . . . . . . . . . . . . . . . . 18
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . 22
Shares Eligible for Future Sale. . . . . . . . . . . . . . . . . . . . . . . 23
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . . 23
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities. . . . . . . . . . . . . . . . . . . . . . . 23
Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . . . 24
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 28
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Market for Common Equity and Related Stockholder Matters . . . . . . . . . . 30
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Changes in and Disagreement With Accountants on Accounting
and Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . 32
Legal Maters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in
this prospectus. To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors and financial statements.
Barter Americas, Inc.
Barter Americas, Inc. ("the Company") is a business designed to own and
operate a chain of retail, corporate, and online trade exchanges that will
provide business owners a fully integrated system with which to trade their
goods and services with other businesses and asset holders in their community
and abroad. Barter Americas, Inc. plans to facilitate the bartering or the
exchange of good and services of equivalent value without monetary payments
between members through retail, corporate and international barter.
Barter Americas, Inc. was incorporated as a Nevada corporation on
December 22, 2005. Its principal executive office is located at 113 SE 22ND
Street, Suite 3, Bentonville, Arkansas 72712, and its telephone number is (479)
845-0440. All references to we, our, or us, and sometimes its, refer to Barter
Americas, Inc., a Nevada corporation.
The Offering
Common Stock to be Sold: 750,000 shares
Shares of Common Stock
Outstanding at Start of Offering: 1,000,000 shares
Risk Factors: The Shares offered hereby should be considered a speculative
investment, involving a high degree of risk, including the loss
of the entire investment. See "RISK FACTORS."
Proceeds:
As proceeds are received by the Company, such proceeds will be
immediately available for use by the Company, without impound or
escrow, to be utilized for such expenses, including, but not
limited to the following: franchise sales and marketing; salaries
and general administrative costs; marketing, advertising, and
publicity costs; acquisition of inventory and general working
capital; commissions and fees; and legal, printing, marketing,
and other offering expenses.
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Lack of Market for the
Company's Securities: There is currently no market for the Company's common stock;
there is no assurance that any market will develop; if a market
develops for the Company's securities, it will likely be limited,
sporadic, and highly volatile.
Determination of Offering Price: The offering price and terms for the common stock offered in this
prospectus were arbitrarily fixed by the Company's management
based upon the Company's presently contemplated financial needs.
No investment banker or other appraiser was consulted regarding
such price and terms. The offering price bears no particular
relationship to the Company's existing or pro forma assets, book
value, or net worth or its possible future earnings. After the
Company's common stock offered in this prospectus is purchased by
investors, the public trading price of the shares of common stock
will be determined by market makers independent of the Company.
SUMMARY FINANCIAL DATA
The summary financial information presented below is derived from the
audited financial statements for the period from December 22, 2005, (inception)
through December 31, 2005.
STATEMENT OF Period from December 22, 2005 (inception) through
OPERATION DATA: December 31, 2005
Revenues --
Operating Expenses 10.00
Net Loss (10.00)
BALANCE SHEET DATA:
Cash and cash equivalents 50,010.00
Total assets 50,010.00
Working capital 50,010.00
Note payable short-term debt 0
Additional paid in capital 50,010.00
Accumulated Deficit (10.00)
Total Stockholders' Equity (deficit) 50,000.00
RISK FACTORS
AN INVESTMENT IN THE SHARES OFFERED IN THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK, SHOULD BE REGARDED AS SPECULATIVE, AND SHOULD ONLY BE MADE BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. ACCORDINGLY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS, IN
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ADDITION TO THE OTHER INFORMATION CONCERNING THE COMPANY AND ITS BUSINESS
CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING THE SHARES OFFERED HEREBY.
WHEN USED IN THIS PROSPECTUS, THE WORDS "FORECASTS," "ESTIMATES,"
"PROJECTIONS," AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY STATEMENTS
CONTAINING UNCERTAINTIES WHICH NECESSARILY ARE RISKS THAT ARE DISCUSSED BELOW
AND ELSEWHERE IN THIS PROSPECTUS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED.
Business Risks
We are a development size business, with no operations, established
customers, or market recognition.
Barter Americas, Inc. has a Limited History of Operations and has not
yet Reached Operating Costs.
The Company was formed in December, 2005 with a start up date of
January 14, 2006, and to date has one office. Although the Company has raised
start-up capital, revenues have not yet reached operating costs. The Company
will continue to incur losses until the franchise sales, company trading
volumes, and membership sales grow to meet and then surpass expenses.
Additionally, there is no assurance that revenues generated will ever meet the
expenses of the Company.
The Company is in the process of franchise registration and plans on
operating and marketing a franchise system but there is no assurance of
Franchise Business Success.
While the Company will engage qualified franchise consultants and has
additional marketing plans underway, there is no assurance that the Company will
be successful and able to sell enough franchises to meet the operating and
marketing expenses. The Company is not presently operating a franchise system
and does not presently have any franchisees.
The market for the Company's services, particularly over the Internet,
is in the preliminary stage of development.
Demand and market acceptance for recently introduced services and
products are subject to a high level of uncertainty. This uncertainty is
compounded by the risk that consumers will not adopt online commerce and that an
appropriate infrastructure necessary to support increased commerce on the
Internet will fail to develop to a sufficient extent and within an adequate time
frame to permit the Company to succeed.
The Company's business is speculative and dependent upon acceptance of
the Company's products and services by the business community and the general
public.
There is no assurance as to whether the Company will be successful and
generate a profit from its operations. There is no assurance that the Company
will earn revenues sufficient to maintain its operations or that investors will
not lose their entire investment.
While there are no clear threats that would cause one to conclude today
that the barter industry will not continue to thrive, there can be no assurance
that the retail barter industry will grow.
If the growth of the barter industry were to decline, the Company would
expect to face heightened competition with weakened profitability, and a reduced
share of the barter market, which would materially adversely affect the
Company's future business prospects.
The performance of the Company's web site is dependent upon the
Internet and third-parties for access to client products and services.
If the Internet were to become regularly unavailable for many hours at
a time, or its ability to handle traffic loads deteriorate enough to cause
frequent unavailability or very slow response times, there would be less traffic
to the Company's web site and the public's perception of the quality of the
Company's services could suffer. To date, the Internet has proven highly
resilient and responsive to rapid growth in its use, and many of the world's
telecommunications, software, and hardware companies are continually investing
in additional capacity and improvements.
Sales of the Company's services are expected to depend upon a robust
industry and infrastructure for providing Internet access and carrying the
rapidly increasing Internet traffic. Certain critical issues concerning the
commercial use of the Internet (including capacity to handle projected increases
in traffic, security, reliability, cost, and quality of service) remain unsolved
and may impact the growth of Internet use. The Internet may not prove to be a
viable commercial marketplace because of inadequate development of the necessary
infrastructure, such as a reliable network backbone or timely development of
complementary products, such as high speed modems. Global commerce and online
exchange of information on the Internet is new and evolving, therefore it is
difficult to predict with any assurance whether the infrastructure or
complementary products necessary to make the internet a viable commercial
marketplace will continue to be developed. Although the Company expects to be
responsive to changes in the Internet or technology, there can be no assurance
that the Company will be successful in achieving widespread acceptance of its
services before competitors offer services with speed and performance equal to
or greater than that of the Company. The growth or change of the Internet, or
adoption of new technologies could potentially harm the Company's business,
operating results, and financial condition.
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The Company's success, and in particular its ability to effect barter
transactions on the Internet and provide high quality customer service, depends
on the efficient and uninterrupted operation of its computer and communications
hardware systems. These systems and operations are vulnerable to damage or
interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism, and similar
events.
The Company does not presently have fully redundant systems, a formal
disaster recovery plan, or alternative providers of hosting services, and does
not carry sufficient business interruption insurance to compensate it for losses
that may occur. Despite any precautions planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems at the facility
could result in interruptions in the service provided by the Company. In
addition, the failure by the Company's outside host servers to provide the data
communications capacity required by the Company, as a result of human error,
natural disaster, or other operational disruption, could result in interruptions
in the Company's online services. Any damage to or failure of the systems of the
Company could result in reductions in, or terminations of
www.barteramericas.com, which could have a material adverse effect on the
Company's business, results of operations, and financial condition.
The Company's future success will depend, in part, on its ability to
develop leading technologies that address the increasingly sophisticated and
varied needs of its prospective customers.
The market for purchasing and trading goods and services over the
Internet is new, evolving, and intensely competitive, and the Company expects
competition to intensify further in the future.
Barriers to entry are relatively low, and current and new competitors
can launch new web sites at a relatively low cost using commercially available
software. The Company potentially will compete with a number of other online
barter exchanges. Certain of these potential competitors have stronger brand
recognition and greater experience in online barter services than the Company.
Competitive pressures created by any one of these companies, or by the Company's
competitors collectively, could have a material adverse effect on the Company's
business, results of operations, and financial condition.
Certain of the Company's potential competitors have longer operating
histories, larger customer bases, and greater brand recognition than the
Company, as well as significantly greater financial, marketing, technical, and
other resources.
The Company believes that the principal competitive factors in its
market are volume and selection of goods and services, population of buyers and
sellers, community cohesion and interaction, customer service, reliability of
delivery and payment by users, brand recognition, web site convenience and
accessibility, price, quality of search tools, and system reliability. In
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addition, other online barter services 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 online services
increase. Therefore, certain of the Company's competitors with other revenue
sources may be able to devote greater resources to marketing and promotional
campaigns, adopt more aggressive pricing policies, and devote substantially more
resources to web site and systems development than the Company, or may try to
attract traffic by offering services for free. Increased competition may result
in reduced operating margins, loss of market share, and diminished value in the
Company's brand. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. Further, as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain pricing, service, or marketing decisions or
acquisitions that could have a material adverse effect on its business, results
of operations, and financial condition. New technologies and the expansion of
existing technologies may increase to competitive pressures on the Company by
enabling the Company's competitors to offer a lower-cost service. In addition,
companies that control access to transactions through network access or web
browsers could promote the Company's competitors or charge the Company
substantial fees for inclusion. Any of these events could have a material
adverse effect on the Company's business, results of operations, and financial
condition.
There are risks associated with owning a penny stock.
For example, one risk of owning a penny stock is that if a
broker-dealer is the sole market maker, that broker-dealer must disclose this
fact and its presumed control over the market and monthly account statements
showing the market value of each penny stock held in the customer's account.
This requirement may have the effect of reducing the level of trading activity,
if any, in the secondary market for a security that is subject to the penny
stock rules.
The issuance of Preferred Stock could adversely affect the rights of
the holders of common stock and, therefore, reduce the value of the common
stock.
The Company is authorized to issue up to 5,000,000 shares of preferred
stock ("Preferred Stock"). As of December 31, 2005, there were no shares of
Preferred Stock issued. At the present time, the Company has no plans to issue
any Preferred Stock. It is not possible to state the actual effect of the
issuance of any shares of Preferred Stock on the rights of holders of common
stock until the Board of Directors determines the specific rights of the holders
of any Preferred Stock to be issued. However, these effects might include:
1. Restricting dividends on the common stock;
2. Diluting the voting power of the common stock;
3. Impairing the liquidation rights of the common stock; and
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4. Delaying or preventing a change in control of the Company without
further action by the shareholders.
Management Risks
Control of the Company by Principal Shareholders. As owners of
1,000,000 shares of the Company's common stock, which is all of its presently
issued and outstanding stock, the principle shareholders of the Company own 100%
of its capital stock. After the completion of this Offering, and assuming the
maximum number of Shares offered by this Prospectus are sold, the principle
shareholders of the Company will own approximately 57.1% of the voting stock of
the Company. Accordingly, the principal shareholders of the Company will be able
to elect all of the Company's directors and are in a position to totally control
the Company. See "MANAGEMENT," and "PRINCIPAL SHAREHOLDERS."
There are no independent directors on the Company's Board of Directors.
All members of the Company Board of Directors are shareholders, officers, and
directors of PacStar Alternative Asset Management, LLC, Inc. and Wilkerson
Resources, Inc., the two corporations that presently own 90% of the Company's
presently issued and outstanding common stock, and that will own 51.4% of
Company's issued and outstanding common stock if all 750,000 shares of the
Company's common stock that are being offered in this Prospectus are sold.
A.L.P. Investments, Inc. holds 10% of the presently issued and outstanding
common stock of the Company and none of its officers or directors serves as an
officer or director of the Company. Additionally, there is no guarantee that
A.L.P. Investments, Inc. will vote its shares with the other Principal
Shareholders.
Dependence on Key Personnel. The Company's success depends in large
part upon the continued services of its senior management, as well as its
ability to attract and retain additional qualified managerial and technical
personnel. Significant competition exists for the services of such personnel and
there can be no assurance that the Company will successfully attract or retain
such personnel. Barter Americas, Inc. has no employment agreements with its key
personnel at the present time, nor does it have a non-compete agreement with its
President, Harold Rice. Mr. Rice is important to the Company's success, but
could be replaced if he chose to leave the Company.
Limitation on Liability of Directors. The Company's Bylaws
substantially limit the liability of directors to the Company and its
shareholders for breach of fiduciary and other duties to the Company. As noted
under "Fiduciary Responsibilities and Indemnification of Management", the
Company's management will not be liable to the Company for, and will be
indemnified and held harmless by the Company in connection with the consequences
of any act or failure to act, unless such act or failure to act is attributable
to gross negligence or willful misconduct. The existence of such provisions
gives the Investors more limited causes of action than they might otherwise have
in the absence of such provisions. For example, if this limitation were not
contained in the Company's Bylaws, the shareholders of the Company would have a
cause of action against the Company's directors for any act of negligence which
arose by either commission or omission. It is much easier to prove that someone
acted in a negligent manner than it is to prove that someone acted with gross
negligence or engaged in willful misconduct. In many jurisdictions, the
definition of gross negligence is as set forth below:
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Gross negligence includes two elements: (1) viewed objectively from the
actor's standpoint, the act or omission must involve an extreme degree
of risk, considering the probability and magnitude of the potential
harm to others, and (2) the actor must have actual, subjective
awareness of the risk involved, but nevertheless proceed in conscious
indifference to the rights, safety, or welfare of others.
The typical definition of ordinary negligence is as follows:
Negligence means failure to use ordinary care, that is, failing to do
that which a person of ordinary prudence would have done under the same
or similar circumstances or doing that which a person of ordinary
prudence would not have done under the same or similar circumstances.
As can be seen from the definitions of negligence and gross negligence shown
above, it is much harder for a claimant to prove gross negligence than it is to
prove ordinary negligence.
Financing Risks
Limited Working Capital and Need for Additional Financing May Result in
Shareholder Dilution. The Company has limited working capital. It may commence
operations with less than full subscription of this Offering, and will
thereafter need to acquire additional capital to fully execute its business
plan. Shareholders may experience dilution of their percentage of ownership of
the Company's common stock in the event that it is necessary for the Company to
sell more of its common stock to raise additional capital to fund its
operations. However, there can be no assurance that the Company will be
successful in acquiring such additional capital even if it is necessary.
Financial Projections. Financial projections concerning the estimated
operating results of the Company may be included with the Prospectus. The
projections would be based on certain assumptions which could prove to be
inaccurate and which would be subject to future conditions which may be beyond
the control of the Company, such as general industry conditions. The Company may
experience unanticipated costs, or anticipated sales may not materialize,
resulting in lower revenues than forecasted. There is no assurance that the
results illustrated in any financial projections will in fact be realized by the
Company. The financial projections are prepared by management of the Company and
have not been examined or compiled by independent certified public accountants.
Accordingly, neither independent certified public accountants nor counsel to the
Company are providing any level of assurance on such financial projections.
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Offering and Other Investment Risks
Arbitrary Offering Price. The Offering price of the Securities offered
hereby was, in part, arbitrarily determined by the Company and bears no
relationship to earnings, asset values, book value, or any other recognized
criteria of value. Because of this, after the initial sale of the Stock to
investors under this Prospectus, the price that an investor could receive on the
subsequent sale of all or a portion of the Stock purchased could be
substantially less than the price paid for the Stock by an investor.
No Escrow Account or Impound. No escrow or impound is or will be
established in connection with the funds received from the sale of the
Securities in this Offering. All funds received from the sale of the Shares
shall be held and immediately available for use by the Company. This
significantly increases the risk to early subscribers should subsequent
subscriptions not be forthcoming. See "RISK FACTORS - Financing Risks - Limited
Working Capital and Need for Additional Financing."
No Minimum Capitalization from Offering. There is no minimum
capitalization required in this Offering. There is no assurance that all or a
significant number of Shares will be sold in this Offering. Investors'
subscription funds will be used by the Company as soon as they are received, and
no refunds will be given if an inadequate amount of money is raised from this
Offering to enable the Company to conduct its business. If only a small portion
of the Shares are sold, then the Company may not have sufficient capital to
operate. There is no assurance that the Company could obtain additional
financing or capital from any source, or that such financing or capital would be
available to the Company on terms acceptable to it. Under such circumstances,
investors in the Shares are subject to a substantial risk of losing their entire
investment in the Company.
Dilution. After giving effect to the sale of the 750,000 Shares offered
in this prospectus, the Company's existing shareholders through December 31,
2005, experience an immediate increase in net tangible book value of $800,000.00
or $0.407 per Share, and purchasers of such Shares at this offering, will
experience immediate dilution in net tangible book value of $0.543 per Share
after deducting the maximum allowable selling commissions, fees and other
expenses of the Offering. See "DILUTION."
No Public Market for the Company's Shares. There is no market for the
Company's Shares, nor is any such market anticipated to develop within the
foreseeable future. Accordingly, investors will be required to hold their
investment for an indefinite period of time.
DESCRIPTION OF PROPERTY
American Exchange Network, Inc., which is owned by the Company,
operates an office at Kansas City, Missouri that is separate from Barter
Americas, Inc. Barter Americas Inc. operates an office that is located at 113 SE
22nd Street, Suite 3, Bentonville, Arkansas 72712. The Company's offices are
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situated in 6,000 square feet of leased office space that was finished out
exclusively for the Company's needs. The company's offices are very well
furnished with attractive and functional office furniture and are extensively
equipped with high quality, high speed computers and high speed, wide band width
Internet service. The Company's offices in Bentonville will also be the primary
site for the training of new franchisees, and a large training room/conference
room is situated in the Company's offices that is equipped with equipment
necessary for making multi-media presentations.
USE OF PROCEEDS
As proceeds are received by the Company, such proceeds will be
immediately available for use by the company, without impound or escrow, to be
utilized for such expenses including but not limited to: franchise sales and
marketing; salaries and general administrative costs; marketing, advertising and
publicity costs; acquisition of inventory and general working capital;
commissions and fees; and legal, printing, marketing, and other offering
expenses. The propriety of the use of proceeds on a per month basis is as
follows:
Salaries $336,000.00 Prof./Attorneys/Accountants $56,000.00
Rent/Utilities $6,500.00 Insurance $48,000.00
Travel/Sales Exp. $72,000.00 Equipment (per year) $15,000.00
Phone $18,000.00 Auto $21,600.00
Advertising $60,000.00 Office Expense $24,000.00
Memberships $4,000.00 Conventions $30,000.00
TOTAL $742,000.00
-----------------------------
We have filed our UFOC and we are approved to sell franchises in 39
states as of this date. We will expand as our barter membership and our sale of
franchises take place. We do not have to expend our capitol and will add
employees as we raise the funds. We do not believe that we will have to raise
additional funds in the next 12 months.
We have entered into a ten (10) year debit before the payable agreement
with American Exchange Inc. to use their client base and computer software and
alsof or the exclusive use of their operating name American Exchange Network
(AEN). In return we will pay AEN 3% of the gross income from transaction fees.
DIVIDEND POLICY
The Company has not declared or paid cash dividends on its common stock
to date. The current policy of the Company is to retain earnings, if any, to
provide the funds that are, and will be, necessary for the operation and
expansion of the Company's business. Such policy will be reviewed by the
Company's board of directors from time to time in light of, among other things,
the Company's earnings and financial position.
CAPITALIZATION
The following table sets forth the actual capitalization of the Company
as of January 5, 2006, and as adjusted to reflect receipt of the Offering
proceeds from the issuance and sale of 75,000 of the 750,000 Shares offered in
this prospectus.
Page 14
Pro Forma
1/5/06 1,075,000 Shares
------ ----------------
Liabilities: $0 $0
Shareholders' Equity:
Common Stock:
Authorized - 50,000,000 Shares
Outstanding - 1,000,000 Shares at $0.001/Share $ 1,000
Additional Paid in Capital $ 49,000
1,075,000 Shares (Pro Forma)
Paid in Capital $ 75
Additional Paid in Capital $ 74,925
Retained Earnings (Deficit)(1) $ 0 $0
--------- ------------------
Total Liabilities and Owners' Equity: $ 125,000 $125,000
========= ==================
(1) Reflects selling commissions/fees and other expenses of Offering.
The following table sets forth the actual capitalization of the Company
as of January 5, 2006, and as adjusted to reflect receipt of the Offering
proceeds from the issuance and sale of 375,000 of the 750,000 Shares offered in
this prospectus.
Pro Forma
1/5/06 1,375,000 Shares
------ ----------------
Liabilities: $0 $0
Shareholders' Equity:
Common Stock:
Authorized - 50,000,000 Shares
Outstanding - 1,000,000 Shares at $0.001/Share $ 1,000
Additional Paid in Capital $ 49,000
1,375,000 Shares (Pro Forma)
Paid in Capital $ 375
Additional Paid in Capital $ 374,625
Retained Earnings (Deficit)(1) $ 0 $0
--------- ------------------
Total Liabilities and Owners' Equity: $ 425,000 $ 425,000
========= ==================
(1) Reflects selling commissions/fees and other expenses of Offering.
The following table sets forth the actual capitalization of the Company
as of January 5, 2006, and as adjusted to reflect receipt of the Offering
proceeds from the issuance and sale of 562,500 of the 750,000 Shares offered in
this prospectus.
Pro Forma
1/5/06 1,562,500 Shares
------ ----------------
Liabilities: $0 $0
Page 15
Shareholders' Equity:
Common Stock:
Authorized - 50,000,000 Shares
Outstanding - 1,000,000 Shares at $0.001/Share $ 1,000
Additional Paid in Capital $ 49,000
1,562,500 Shares (Pro Forma)
Paid in Capital $ 1,750
Additional Paid in Capital $ 798,250
Retained Earnings (Deficit)(1) $ 0 $0
--------- ------------------
Total Liabilities and Owners' Equity: $ 800,000 $ 800,000
========= ==================
(1) Reflects selling commissions/fees and other expenses of Offering.
The following table sets forth the actual capitalization of the Company
as of January 5, 2006, and as adjusted to reflect receipt of the Offering
proceeds from the issuance and sale of all of the 750,000 Shares offered in this
prospectus.
Pro Forma
1/5/06 1,750,000 Shares
------ ----------------
Liabilities: $0 $0
Shareholders' Equity:
Common Stock:
Authorized - 50,000,000 Shares
Outstanding - 1,000,000 Shares at $0.001/Share $ 1,000
Additional Paid in Capital $ 49,000
1,750,000 Shares (Pro Forma)
Paid in Capital $ 1,750
Additional Paid in Capital $798,250
Retained Earnings (Deficit)(1) $ 0 $0
--------- ------------------
Total Liabilities and Owners' Equity: $800,000 $ 800,000
========= ==================
(1) Reflects selling commissions/fees and other expenses of Offering.
DETERMINATION OF OFFERING PRICE
There is no established public market for the common stock being
registered in this Prospectus. The only factors that were considered in
determining the offering price of the Stock were the Company's anticipated
present and future capital needs for the operation of its business.
DILUTION
The net tangible book value of the Company as of December 31, 2005, was
$50,000.00 or $0.05 per Share. Without taking into account any other changes in
net tangible book value after December 31, 2005, other than to give effect to
Page 16
the receipt by the Company of the proceeds from the sale of 75,000 of the
750,000 shares of common stock offered in this prospectus at $1.00/Share, the
net tangible book value of the Company at the close of this Offering (before
deducting commissions, fees, and estimated Offering expenses) will be
$125,000.00 or $0.116 per Share. This represents an increase in pro forma net
tangible book value to pre-December 31, 2005 shareholders of $0.066 per share,
and an immediate dilution to investors in this Offering of $0.884 per share.
Pro Forma
1,075,000 Shares
Offering price per Share $1.00
Net tangible book value/Share at Dec. 30, 2005 $0.05
Increase " " " " existing investors in the $0.066
------
offering
Pro forma " " " " - after Offering $0.116
------
Dilution per share to new investors in the offering $0.884
======
The net tangible book value of the Company as of December 31, 2005, was
$50,000.00 or $0.05 per Share. Without taking into account any other changes in
net tangible book value after December 31, 2005, other than to give effect to
the receipt by the Company of the proceeds from the sale of 375,000 of the
750,000 shares of common stock offered in this prospectus at $1.00/Share, the
net tangible book value of the Company at the close of this Offering (before
deducting commissions, fees, and estimated Offering expenses) will be
$425,000.00 or $0.309 per Share. This represents an increase in pro forma net
tangible book value to pre-December 31, 2005 shareholders of $0.259 per share,
and an immediate dilution to investors in this Offering of $0.543 per share.
Pro Forma
1,375,000 Shares
Offering price per Share $1.00
Net tangible book value/Share at Dec. 30, 2005 $0.05
Increase " " " " existing investors in the $0.259
------
offering
Pro forma " " " " - after Offering $0.309
------
Dilution per share to new investors in the offering $0.691
======
The net tangible book value of the Company as of December 31, 2005, was
$50,000.00 or $0.05 per Share. Without taking into account any other changes in
net tangible book value after December 31, 2005, other than to give effect to
the receipt by the Company of the proceeds from the sale of 562,500 of the
750,000 shares of common stock offered in this prospectus at $1.00/Share, the
net tangible book value of the Company at the close of this Offering (before
deducting commissions, fees, and estimated Offering expenses) will be
$612,500.00 or $0.392 per Share. This represents an increase in pro forma net
tangible book value to pre-December 31, 2005 shareholders of $0.342 per share,
and an immediate dilution to investors in this Offering of $0.608 per share.
Page 17
Pro Forma
1,562,500 Shares
Offering price per Share $1.00
Net tangible book value/Share at Dec. 30, 2005 $0.05
Increase " " " " existing investors in the $0.342
------
offering
Pro forma " " " " - after Offering $0.392
------
Dilution per share to new investors in the offering $0.608
======
The net tangible book value of the Company as of December 31, 2005, was
$50,000.00 or $0.05 per Share. Without taking into account any other changes in
net tangible book value after December 31, 2005, other than to give effect to
the receipt by the Company of the proceeds from the sale of all of the 750,000
shares of common stock offered in this prospectus at $1.00/Share, the net
tangible book value of the Company at the close of this Offering (before
deducting commissions, fees, and estimated Offering expenses) will be
$800,000.00 or $0.407 per Share. This represents an increase in pro forma net
tangible book value to pre-December 31, 2005 shareholders of $0.457 per share,
and an immediate dilution to investors in this Offering of $0.543 per share.
Pro Forma
750,000 Shares
Offering price per Share $1.00
Net tangible book value/Share at Dec. 30, 2005 $0.05
Increase " " " " existing investors in the $0.407
------
offering
Pro forma " " " " - after Offering $0.457
------
Dilution per share to new investors in the offering $0.543
======
PLAN OF DISTRIBUTION
The Company plans to sell the Shares described in this prospectus by
one or more of the following methods:
1. Ordinary brokerage transactions in which a broker solicits
purchases; and
2. Face to face transactions between the registrant and purchasers
without a broker.
In effecting sales, brokers or dealers engaged by the Company may arrange for
other brokers or dealers to participate.
Such brokers or dealers may receive commissions or discounts from the
Company in amounts to be negotiated. Such brokers and dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales. A dealer effecting
a transaction in registered securities, whether or not participating in a
distribution, is required to deliver a prospectus.
Page 18
LEGAL PROCEEDINGS
As of the date of this prospectus, there are no legal proceedings
pending or, to the knowledge of the Company's management, threatened against the
Company or to which the Company is a party.
MANAGEMENT
Executive Officers
The following table sets forth the names, ages, and positions of the
executive officers of the Company:
Name Age Position
---------------------- ----- ------------------
Harold Rice 63 President and Director
Katherine Wilkerson 56 Secretary and Director
Katherine Wilkerson 56 Treasurer
John A. Miller 48 Director
Theodore R. Staren 47 Director
As its President, Harold Rice is the Company's chief executive officer.
The Board of Directors of the Company has no Chairman.
There are no independent directors on the Company's Board of Directors.
All members of the Company Board of Directors are shareholders, officers, and
directors of PacStar Alternative Asset Management, LLC, Inc. and Wilkerson
Resources, Inc., the two corporations that presently own 90% of the Company's
presently issued and outstanding common stock, and that will own 51.4% of
Company's issued and outstanding common stock if all 750,000 shares of the
Company's common stock that are being offered in this Prospectus are sold.
A.L.P. Investments, Inc. holds 10% of the presently issued and outstanding
common stock of the Company and none of its officers or directors serves as an
officer or director of the Company. Additionally, there is no guarantee that
A.L.P. Investments, Inc. will vote its shares with the other Principal
Shareholders.
Harold Rice; President and Director; Age 63. Mr. Rice earned his
Bachelors Degree in Psychology from the University of Missouri, Kansas City,
Missouri, in 1971, and earned his Masters in Public Administration from the
University of Missouri in 1973. Mr. Rice's academic activities include having
Faculty Status as an Adjunct Professor at (i) the Graduate School of
Administration at Webster University, in Kansas City, Missouri, for 10 years,
(ii) the Cleveland Chiropractic College, in Kansas City, Missouri, for 6 years,
and (iii) Park College, in Parkville, Missouri, for 25 years. He is a charter
member and multi-term member of the Board of Directors and is currently the
Treasurer of the National Association of Trade Exchanges and has served on its
Board of Directors for four terms, and has served as its Treasurer for three
terms. Additionally, Mr. Rice has conducted several workshops and seminars
Page 19
concerning Internal Revenue Code Section 1099-B requirements for reporting
barter transactions and several other workshops on various barter and trade
related subjects. Mr. Rice has also served as a member of the Board of Directors
for the International Reciprocal Trade Association, and he is currently its
Treasurer. He has also conducted seminars on "The Design of Internal Accounting
Systems of Trade Exchanges" and "Proper Reporting of Barter Transactions to the
IRS" and "The Consequences of Deficit Spending for Barter Companies." Mr. Rice
has been the President of American Exchange Network, Inc. and Mid-West
Management Consultants, Inc. for 25 years. During his career, he has designed
the internal accounting systems for many of the Trade Exchanges in the USA, has
created or reviewed the contracts involving major corporate counter trades, has
served as an expert witness in several large litigation matters involving barter
companies and has represented several barter companies in resolving conflicts
with the IRS and several State Revenue Departments. Mr. Rice was born in 1942,
was honorably discharged from the U.S. Army in 1972, is married, and resides in
Kansas City, Missouri.
John A. Miller; Director; Age 48. Mr. Miller is President and CEO of
JAM Junior Enterprises, Inc., with operating offices located at 614 E. Avenida
San Juan, San Clemente, CA 92672. He is also a Managing Director of PacStar
Alternative Asset Management, LLC Alternative Asset Management, LLC located at
555 N. El Camino Real, suite A391, San Clemente, CA 92672. For his core
business, he acts as a wealth management professional, specializing in high
yield asset based lending. Mr. Miller is a frequent speaker in the areas of
financial marketing and investor psychology, and is often recognized for his
unique investment advisory skills which consistently target statistically high
returns. Mr. Miller is the owner of numerous companies, and he is regularly
called upon to act as an advisory board member for both public and private
institutions due to his vast expertise in the areas of financial structuring and
capital development. His previous experience includes serving as a principal of
Affiliated Financial Planning and Tax Services Group, an organization that
provided full service financial management in cooperation with leading edge tax
professionals. Mr. Miller was also an executive with AFP Group, the oldest and
largest independent financial planning group in Southern California. He also
served as Vice President of Sales and Marketing at Ron Dunham and Associates, a
20 year old financial planning services company located in Irvine, California.
Theodore R. Staren; Director; Age 47. Mr. Staren, who is a licensed
attorney registered in the State of Illinois, is a Managing Member of PacStar
Alternative Asset Management, LLC Alternative Asset Management, LLC, located at
555 N. El Camino Real, suite A391, San Clemente, CA, 92672. Mr. Staren has
devoted his professional career to management consulting activities in the areas
of international finance and business development. His clients include public
and private corporations, municipal, state and foreign governments, primary and
regional broker dealers, international banks, registered investment advisors,
hedge fund managers, futures merchants and high net worth individuals. Mr.
Staren often serves as an interim corporate executive for his clients' business.
During the past seven years, he has personally raised over 1 billion dollars for
his alternative investment clients. Mr. Staren's previous experience includes
positions with Merrill Lynch Institutional Derivative Products Group - Midwest,
in Chicago, Illinois, as a Director of Chase Manhattan Global Bond Allocation
Fund in New York, New York, and as a proprietary government bond options trader
at the Chicago Board of Trade. Mr. Staren holds a BSBA in Finance and Real
Estate from the University of Arizona, Tucson, Arizona, where he received the
Page 20
Pac-10 Conference Medal as the University's Outstanding Scholar Athlete and the
Nugent Award as the University's outstanding graduate. He also earned a Master
of Management degree from the Kellogg Graduate School of Management at
Northwestern University, Evanston, Illinois, and a Juris Doctor degree from
Northwestern University Law School in Chicago, Illinois. Mr. Staren is a former
professional tennis player. He also holds various National singles and doubles
tennis titles in junior tennis competition.
Katherine Wilkerson; Secretary and Treasurer; Age 56. Mrs. Wilkerson
earned her Bachelors Degree in Education from Faith Baptist College in Church
Point, Louisiana, and earned her Masters Degree from Faith Baptist Seminary in
Plaquemine, Louisiana. Mrs. Wilkerson taught English at both the high school and
college levels from 1991 until 2000. From 2000 to the present, Mrs. Wilkerson
has worked as Office Manager, bookkeeper, and Secretary/Treasurer of various,
very lucrative family businesses. Mrs. Wilkerson is married and has three
children.
Audit Committee Financial Expert
The Company has no audit committee financial expert serving on its
audit committee. The Company has no audit committee financial expert because, at
the present time, its business operations and related financial records are not
complicated enough or of great enough size to need an audit committee financial
expert. Presently, all the Company needs is a qualified and experienced
accountant to prepare its financial statements, earnings statements, and tax
returns.
PRINCIPAL SHAREHOLDERS
The following table presents certain information regarding the
beneficial ownership of the Company's common stock at the present time by:
1. Each person or entity that owns beneficially five percent or
more of the outstanding shares of the common stock of the
Company;
2. All of the Company's directors;
3. All of the Company's officers; and
4. All directors and officers as a group.
Number of Shares of Common Percentage of
Beneficial Owners (1) Stock Beneficially Owned Ownership
----------------------- -------------------------- -------------
PacStar Alternative Asset
Management, LLC, Inc. (1) (2) 500,000 50%
Wilkerson Resources, Inc. (2) (3) 400,000 40%
Page 21
A.L.P. Investments, Inc. (2) (4) 100,000 10%
All Officers and
Directors as a Group (1) (2) (3) 900,000 90%
(1) John A. Miller and Theodore R. Staren are the sole shareholders and
primary officers and directors of PacStar Alternative Asset Management, LLC,
Inc.
(2) Unless otherwise noted, each person or entity has sole investment
power and sole voting power over the shares disclosed.
(3) Katherine Wilkerson and her husband, Charles K. Wilkerson, are the
sole shareholders and primary officers and directors of Wilkerson Resources,
Inc.
(4) The MWG Trust is the sole shareholder A.L.P. Investments, Inc. T.
Alan Owen, the Company's corporate and securities counsel, is the primary
beneficiary of the MWG Trust. Mr. Owen is the sole officer and director of
A.L.P. Investments, Inc.
Harold Rice, the president of the company and director, does not own
shares in the company.
DISCRIPTION OF CAPITAL STOCK
Common Stock
The Company is authorized to issue up to 50,000,000 shares of common
stock ("Common Shares") with a par value of $0.001 per share. As of December 31,
2005, there were 1,000,000 Common Shares issued to three (3) shareholders of
record. See "DILUTION."
All shares of common stock have identical rights, including voting
rights of one vote per share on all matters to be voted upon by the
shareholders.
The holders of shares of common stock are entitled to one vote per
share on each matter submitted to a vote of shareholders. In the event of
liquidation, holders of common stock are entitled to share ratably in the
distribution of assets remaining after payment of all liabilities of the
Company. Holders of common stock have no cumulative voting rights, and,
accordingly, the holders of a majority of the outstanding shares of the Company
have the ability to elect all of the directors of the Company. Holders of common
stock have no preemptive or other rights to subscribe for shares. Holders of
common stock are entitled to such dividends as may be declared by the Board of
Directors out of funds legally available therefore. The outstanding common stock
is validly issued, fully paid, and non-assessable.
Page 22
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of preferred
stock ("Preferred Stock"). As of December 31, 2005, there were no shares of
Preferred Stock issued. At the present time, the Company has no plans to issue
any Preferred Stock. The issuance of Preferred Stock could adversely affect the
rights of the holders of common stock and, therefore, reduce the value of the
common stock. It is not possible to state the actual effect of the issuance of
any shares of Preferred Stock on the rights of holders of common stock until the
Board of Directors determines the specific rights of the holders of any
Preferred Stock to be issued. However, these effects might include:
1. Restricting dividends on the common stock;
2. Diluting the voting power of the common stock;
3. Impairing the liquidation rights of the common stock; and
4. Delaying or preventing a change in control of the Company without
further action by the shareholders.
SHARES ELIGIBLE FOR FUTURE SALE
As of December 31, 2005, a total of 1,000,000 shares of common stock
were issued and outstanding. The 750,000 shares of the Company's common stock
described in this prospectus will be eligible for immediate sale to the
investing public. All of the 1,000,000 shares of the Company's common stock that
are presently issued and outstanding are restricted pursuant to Rule 144, as
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, and will not be eligible for sale for at least one (1)
year from the date of their issuance.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer, or controlling person of the small business issuer
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
Page 23
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
See "Certain Relationships and Related Transactions."
DESCRIPTION OF BUSINESS
The Company
With the dawn of a new millennium, barter/trade is the next great
frontier in global business expansion. The Company will provide a unique
organization to facilitate trade between businesses and individuals locally and
throughout the world. As a high tech marketing organization, the Company is
committed to representing its clients by increasing their sales. By providing
expert tools for marketing and a broad client base, the Company will contribute
to the success of each trade partner.
Barter is among the top ten growth industries in the United States. The
barter process is fairly simple and has been going on in one form or another for
thousands of years; commonly referred to as "swapping" or "in kind" trade. The
disadvantage of old-fashioned barter is that both parties must want or need what
the other party is offering. A barter or trade exchange, on the other hand,
allows its trade partners to obtain trade dollars by providing goods and
services. These trade dollars can be used to purchase anything for sale in the
exchange system.
The Company's strategic vision is to provide businesses and individuals
with assets a fully integrated system that they can use to trade their goods and
services with other businesses and individuals on a worldwide basis, connecting
them in a convenient and easy manner. By creating a family of local trade
exchanges, the Company can offer excellent opportunities to its franchisees and
the businesses and individuals in their communities.
Customers will obtain trade dollars upon the purchase of membership in
the Company. Those trade dollars (One trade dollar is equal to One dollar in
U.S. currency) will be held in an account with the Company being the third party
record keeper for these accounts. The member may use his/her/its trade dollars
to purchase any goods or services offered by any of the hundreds of other
members. In other words, if a printer becomes a member and wants to get tires
from a member who sells tires, he does not have to trade printing for tires. He
may do printing for a janitorial company and the Company will transfer the
payment of trade dollars from the Janitorial company to the Printing Company's
account. Then the Printer can buy tires with his trade dollars and those dollars
will be transferred to the tire salesman's account.
The concept is consumer driven. If a customer provides substandard
products or services, the members will not continue to patronize that member.
The Company keeps a master list of all providers along with their products and
Page 24
services. A trade broker assist members to connect with other members in need of
their goods and services. This enables the Company to monitor what is being
traded. No illegal products or services are tolerated.
The members themselves as customers determine the value of goods
bartered for by accepting, rejecting or negotiating prices between themselves.
The Company does not guarantee products or services. Each provider is
responsible for their own guaranty.
As the network becomes available internationally, it will be governed
by the U.S. consumer protection laws, product liability laws, and copyright laws
unless prohibited by such country.
The Company will offer the unbeatable combination of an interactive
Internet barter system in conjunction with local branch offices to expedite
trades. The Company will also feature a corporate barter division and purchasing
departments. This blend of state-of-the-art technology, purchasing power, and
old world attention to customer needs will enable the Company to provide a level
of service heretofore impossible to attain in the barter industry.
The Barter Americas, Inc. Program
The Company will provide a far greater advantage to business owners
than is now available. The program started as of March 1, 2006.
The Company will offer a franchise business opportunity to qualified
buyers who desire to establish a trade exchange in their own community. A Barter
Americas, Inc. franchisee can utilize the worldwide resources of more than
50,000 trade partners in 14 countries because the Company will have an extensive
network of reciprocal relationships with other major trade exchanges and through
them can provide the new members with access to trade with not only Barter
Americas' direct members, but the other trade exchanges and their members as
well. This is assisted by our participation and influence with NATE "National
Association of Trade Exchanges", and the IRTA "International Reciprocal Trade
Association", of which Barter Americas Inc.'s president serves on the
International Board of Directors as well as being the Corporate Treasurer.
The franchise system is a turnkey solution that provides the greatest
probability for success to the franchisee and the Company. It includes every
aspect of business training for the industry of owning and operating a trade
exchange from start up to full maturity. Included in the all-encompassing system
are computers and software, training, sales materials, ad campaigns, a generous
compensation package, and targeted barter leads generated by the Company's
in-house telemarketing center.
Barriers to entry are relatively low, and current and new competitors
can launch new sites at a relatively low cost using commercially available
software. The Company potentially will compete with a number of other online
barter exchanges. Certain of these potential competitors have stronger brand
recognition and greater experience in online barter services than the Company.
Competitive pressures created by any one of these companies, or by the Company's
competitors collectively, could have a material adverse effect on the Company's
Page 25
business, results of operations, and financial condition. The Company plans to
lower the barrier to entry, and reduce the debt burden on the new franchisees to
improve the probability of their success. The other Barter franchises have
historically charged about 10 times the $2,500.00 that the Company will be
charging. The debt service on this typically become a serious burden on the
franchisees and added to their failure rates. The Company will work to
distinguish itself by keeping franchise entry prices low, therefore increasing
the probability of success for the franchisees.
With tens of thousands of trade partners, the Company combines the
speed of the Internet with local services and professional treatment. For
businesses, the Company has significant resources available on both the national
and local levels and offers a barter application for commonly budgeted goods and
services that most businesses currently pay for with cash. Among these commonly
needed goods and services are printing, advertising, telephones, furniture,
computers, travel, and inventories of goods.
A comprehensive support program will service each office's needs from a
regional and local level. The Office Support Program includes the following
items:
a. Grand opening sales campaign with total marketing support.
b. 24 hour online real-time account information, merchant
authorization, and a constantly updated directory of goods and
services.
c. Swipe card technology with real-time posting.
d. Automatic electronic credit card and checking account payment
technology.
e. A client database integrated with Microsoft Word, Win Fax,
Excel and Outlook.
f. Intensive management, sales, and staff training.
The training referenced above consists of:
a. A four-day course for new management and professional sales
associates.
b. A two-day course for Supervising Trade Brokers and sales managers.
c. Quarterly refresher courses.
d. Live communication with regional offices to handle daily issues.
e. Internet partnerships to stimulate commerce.
The Company will provide each Area Director, Supervising Trade
Director, and Sales Manager with materials specific to their training. These
materials include manuals covering operations, customer service, sales
Page 26
procedures, sales flip charts, and an employee handbook. Videotapes will also be
provided dealing with client orientation, office procedures, computer
orientation and sales training.
Marketing
The Company expects to spend most of its resources on area development
marketing and promotion prior to any initial public offering of the Company's
Shares (although there can be no absolute assurance that the Company will in
fact expend said amount or that the Company will be able to effect such an
initial public offering). The Company's strategic plan is to aggressively market
Barter Americas, Inc. franchises throughout the USA, as well as to acquire
existing exchanges, modernize them, and increase their client base. Over 100
cities have been targeted to open local retail exchanges in the next 18 months,
and the Company intends to aggressively pursue these regional opportunities.
Regardless of whether the Company sells new franchise interests or acquires
existing exchanges, it will be increasing its client base, trading
opportunities, and generating increasing monthly recurring fees, transaction
fees, and franchise fees.
In addition to experienced trade partners, the Company will use the
following methods to introduce and educate all the individuals and businesses
new to barter:
a. Targeted Telemarketing: Businesses meeting certain parameters
will be contacted by professional telemarketing personnel.
b. Active Field Marketing: A field staff will contact businesses
to sign up new trade partners. Also, all trade partners will
be e-mailed an exciting package to introduce them to the
Company. Weekly hot faxes will stimulate trade and provide a
valuable marketing service.
c. Web Site Marketing: Advertising will be developed and targeted
toward our market audience, directing traffic to the Company's
web site. Trade partners will have e-mail stores open for them
on the site by the sales associate.
d. Direct Mail: Existing businesses that use barter, as well as
strategically selected organizations that do not, will be
targeted with a direct mail campaign explaining how the
Company can increase their business.
e. Broadcast Media: Radio and television spots will drive traffic
to local Company offices and the web site.
f. Outdoor Advertising: Ads for placement on billboards, taxis,
and buses ads will be designed and placed in highly visible
areas to promote the Company in large cities.
g. Print: Business media, with an emphasis on selective
publications such as Forbes Magazine, will run ads for the
Company.
Page 27
It is the Company's belief that the utilization of the methods mentioned above,
in combination with an aggressive public relations campaign, will increase the
awareness level of the Company's target audience to above 85 percent.
From the largest of the Fortune 500 companies to the individual
consumer, the Company's market has no boundaries. Using the speed of the
Internet as well as local barter offices, trades that consumed untold hours of
valuable time and labor can now be completed with a fraction of the effort.
Corporate clients will be able to move excess inventory, purchase goods and
services, and access financial information which will contribute to funding
budgeted line item expenses. If a company needs a special product or service,
the Company will be a platform to secure those needs through our purchasing
department. The Company understands corporate client needs and focuses on
providing those services professionally.
Helping small and mid-sized businesses is the Company's specialty, with
the focus on building sales volumes and providing many business products and
services. The Company will be the most useful business marketing and spending
tool our clients have.
Another strength of the Company is that individual consumers can also
turn to us for their various needs and receive the same speed and efficiency as
a large corporation would. By working with the Company, any individual or
business will be able to find everything from automobiles to zoom lenses.
WHEN USED IN THIS PROSPECTUS, THE WORDS "FORECASTS," "ESTIMATES,"
"PROJECTIONS" AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
HISTORY AND PLAN OF OPERATION
Reciprocal trade, or barter, refers to the exchange of goods and
services without the use of cash. Barter trading programs have been designed to
overcome the problems and restrictions of simple barter or contra-arrangements.
These programs rely on trade exchanges to facilitate barter transactions between
members of the trading program. Acting as a clearing-house, a trade exchange
enables trade between any two participants without the need for a direct
exchange. However, this form of trade often suffers from a lack of flexibility.
Goods traded between two parties are not always of equal value, and a trader may
not necessarily want to trade for the particular goods that another trader wants
to exchange.
We have filed our UFOC and we are approved to sell franchises in 11
states as of this date. We will expand as our barter membership and our sale of
Page 28
franchises take place. We do not have to expend our capitol and will add
employees as we raise the funds. We do not believe that we will have to raise
additional funds in the next 12 months.
We have entered into a ten (10) year debit before the payable agreement
with American Exchange Inc. to use their client base and computer software and
alsof or the exclusive use of their operating name American Exchange Network
(AEN). In return we will pay AEN 3% of the gross income from transaction fees.
BARTER AMERICAS, INC.
The BARTER AMERICAS, INC. program has been developed to overcome these
challenges and deliver financial benefits to a wide variety of businesses of all
sizes.
BARTER AMERICAS, INC. provides the following benefits for businesses:
- Increased sales
- Reduced cash expenses
- Increased profit
- Competitive advantage
- No accounts receivable
- No bad debt
- Full record system
- Access to unique Internet tools
BARTER AMERICAS, INC. will create a national market place using a single barter
currency - Trade Dollars.
The Short-term Objectives of BARTER AMERICAS, INC. are:
- Establishing a membership base in the USA
- Maximizing profit impact of BARTER AMERICAS, INC.-operated
office.
- Develop additional BARTER AMERICAS, INC. independently owned
and operated franchises in the United States
- Combining and streamlining operations of acquired exchanges
- Installation of new software/operating systems
- Establishing Internet platform for national trade exchange
- Implementation of franchise support structures
- Establishing Auction and Fixed Price sales on Internet site.
Mid-term Objectives of BARTER AMERICAS, INC.
- Strategic acquisitions of other barter exchanges and brokerages
- Establishing a national network which will allow trading across the
country
- Consolidating the franchise program
MATERIAL TRANSACTIONS BETWEEN THE COMPANY AND ITS MANAGEMENT
Page 29
There were no direct or indirect material transactions between the
Company and its officers, directors, and affiliates or their immediate family
members in the past two years and none are anticipated in the future.
CERTAIN TRANSACTIONS
HISTORY OF TRANSACTIONS
Barter Americas, Inc. was incorporated as a Nevada corporation on
December 22, 2005.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently there is no public trading market for our securities.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
o that a broker or dealer approve a person's account for
transactions in penny stocks; and
o the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must:
o obtain financial information and investment experience and
objectives of the person; and
o make a reasonable determination that transactions in penny
stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny
stocks.
Page 30
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the
suitability determination; and
o that the broker or dealer received a signed, written agreement
from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offering and in secondary trading, and about commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
EXECUTIVE COMPENSATION
The Company's officers and directors do not receive compensation from
the company. The company's officers are not compensated at this time.
Page 31
LIMITATION OF DIRECTORS' LIABILITY
The Company's Amended and Restated Articles of Incorporation eliminate,
to the fullest extent permitted by the Nevada General Corporation Laws, the
personal liability of the Company's directors for monetary damages for breaches
of fiduciary duty by such directors. However, the Company's Amended and Restated
Articles of Incorporation do not provide for the elimination of or any
limitation on the personal liability of a director for:
o acts or omissions which involve intentional misconduct;
o fraud or a knowing violation of the law; or
o unlawful corporate distributions.
This provision of the Amended and Restated Articles of Incorporation will limit
the remedies available to the stockholder who is dissatisfied with a decision of
the board of directors who are protected by this provision; such stockholder's
only remedy may be to bring a suit to prevent the action of the board. This
remedy may not be effective in many situations because stockholders are often
unaware of a transaction or an event prior to board action in respect of such
transaction or event. In these cases, the stockholders could be injured by a
board's decision and have no effective remedy.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
LEGAL MATTERS
Certain legal matters with respect to the issuance of shares of common
stock offered hereby will be passed upon for us by T. Alan Owen, Attorney at
Law, of Arlington, Texas.
Page 32
EXPERTS
The financial statements for the period from December 22, 2005
(inception) through December 31, 2005, included in this registration statement,
have been included in reliance upon the report of King, King, Alleman & Jensen,
Certified Public Accountants, given on the authority of said firm as experts in
auditing and accounting.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
As of this date, the expenses for issuance and distribution have been
the professional fees discussed under Use of Proceeds and printing costs.
RECENT SALES OF UNREGISTERED SECURITES
1,000,000 shares of unregistered securities have been issued as
described under Principal Shareholders. Such shares are valued at .05 each and
are exempt from registration under Rule 144.
UNDERTAKINGS
As of the date of this filing, there have been no fundamental changes
in the prospectus, no additional or changed material information on the plan of
distribution and no post-effective amendment has been filed.
Page 33
BARTER AMERICAS, INC.
(A Development Stage Company)
INDEX TO THE FINANCIAL STATEMENTS
Page 34
INDEX TO EXHIBITS
Page 35
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 of Bentonville, Arkansas, on the 8th day of August, 2006.
BARTER AMERICAS, INC.
a Nevada corporation
By: /s/ Harold Rice
-----------------------
Harold Rice, President
This registration statement has been signed by the following persons in
the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ Harold Rice President and August 8, 2006
----------------------------- Director
Harold Rice
/s/ John A. Miller Director August 8, 2006
-----------------------------
John A. Miller
/s/ Theodore R. Staren Director August 8, 2006
-----------------------------
Theodore R. Staren
/s/ Katherine Wilkerson Secretary, Treasurer, August 8, 2006
----------------------------- and Director
Katherine Wilkerson
Page 36
FINANCIAL STATEMENTS
KKA&J
KING, KING, ALLEMAN & JENSEN
----------------------------
Accountancy Corporation
INDEPENDENT AUDITORS' REPORT
Board of Directors
Barter Americas, Inc.
Fayetteville, AR
We have audited the accompanying balance sheet of Barter Americas Inc.
(a development stage company) (The Company) as of December 31, 2005 and the
related statements of loss, retained deficit, and cash flows for the nine day
period then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Barter Americas Inc.
as of December 31, 2005, and the results of its operations and cash flows for
the nine days then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ King, King, Alleman & Jensen
---------------------------------
King, King, Alleman & Jensen
March 3, 2006
303 North Glenoaks Boulevard, Suite 750, Burbank, California 91502 (818)
848-5585 o (888)837-9321
Page 37
BARTER AMERICAS, INC.
(A Development Stage Company)
BALANCE SHEET
As of December 31, 2005
ASSETS
Current Assets
Cash $ 50,000
--------------
Total Assets $ 50,090
==============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Total Liabilities -
--------------
Stockholders' equity:
Common stock, $0.001 par value, 50,000,000 shares
authorized, 1,000,000 shares issued and outstanding 50,100
Retained (deficit) (10)
--------------
Total Stockholders' Equity 50,090
--------------
Total Liabilities and Stockholders' equity $ 50,090
==============
See accompanying notes to financial statements
Page 38
BARTER AMERICAS, INC.
(A Development Stage Company)
Statement of Loss and Retained Deficit
For the Nine Day Period Ended December 31, 2005
Sales $ -
Cost of sales -
--------------
General and administrative expenses:
Bank charges 10
--------------
Total general and administrative expenses 10
--------------
Net (loss) (10)
Retained deficit, beginning of year -
--------------
$ (10)
==============
See accompanying notes to financial statements
Page 39
BARTER AMERICAS, INC.
(A Development Stage Company)
Statement of Loss and Retained Deficit
For the Nine Day Period Ended December 31, 2005
Number of Value of Retained Total
Common Shares Common Stock Earnings(Deficit) Equity
------------- ------------ ----------------- ------------
Beginning balance on December 22, 2005 - - - -
Issuance of common stock for cash $1,000,000.00 $ 50,100.00 - $ 50,100.00
Loss for the nine days ended December 31, 2005 - - $ (10.00) $ (10)
------------- ------------- ----------------- ------------
Ending balance on December 31, 2005 $1,000,000.00 $ 50,100.00 $ (10.00) $ 50,090.00
============= ============= ================= ============
See accompanying notes to financial statements
Page 40
BARTER AMERICAS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Nine Day Period Ended December 31, 2005
Cash flows from operating activities:
Net (loss) $ (10)
-------------
Net cash (used) by operating activities (10)
-------------
Cash flows from financing activites:
Issuance of capital stock 50,100
-------------
Net cash provided by financiang activities 50,100
-------------
Increase in cash 50,090
Cash at beginning of year -
-------------
Cash at end of year $ 50,090
=============
See accompanying notes to financial statements
Page 41
BARTER AMERICAS, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
------------------
Barter Americas, Inc. (the Company) was incorporated in the state of
Nevada on December 22, 2005. The Company plans to operate as a seller of
barter exchange franchises within the North American Continent. As of the
date of these financial statements, the Company had not engaged in any
ongoing operations.
Income Taxes
------------
The Company, a Nevada Corporation, is subject to federal income taxes.
During the year ended December 31, 2005, the company had no taxable
income.
Cash
----
The Company considers deposits with financial institutions with maturities
of three months or less to be cash equivalents.
Page 42