As filed with the Securities and Exchange Commission on June 25, 2001.
REGISTRATION NO.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2/A-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OFFICE MANAGERS, INC.
----------------------
(Name of Small Business Issuer in its Charter)
Nevada -------------- 87-0661638
- -------------------- ---------------------------- -------------------
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
(801) 363-2656
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(Address and Telephone Number of Registrant's Principal Place of Business)
Gateway Enterprises, Inc.
3230 East Flamingo Road, Suite 156, Las Vegas, Nevada 98121
(800) 992-4333
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(Name, Address and Telephone Number of Agent for Service)
Copies to:
Ronald L. Poulton, Esq.
Poulton & Yordan
136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
(801) 355-1341
Approximate Date of Proposed Sale to the Public: As soon as practicable
from time to time 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, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Number of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (1) Fee (1)
- --------------------------------------------------------------------------
Units 6,000,000 $0.10 $600,000 $158.40
Common Stock 6,000,000 0.10 600,000
included in Unit
"A" Warrants 6,000,000 0.00 0
"B" Warrants 6,000,000 0.00 0
Shares of Common Stock 6,000,000(2) 0.50 3,000,000 $792.00
Underlying "A" Warrants
Shares of Common Stock 6,000,000(2) 1.20 7,200,000 $1,900.80
Underlying "B" Warrants
- --------------------------------------------------------------------------
TOTAL $10,800,000 $2,851.20
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(2) Shares of common stock issuable by registrant from time to time upon
redemption of the warrants.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a) may determine.
OFFICE MANAGERS, INC.
Minimum/Maximum Offering: 2,000,000 Units/6,000,000 Units
Offering Price: $.10 per Unit
Office Managers, Inc., offers for sale, on a self underwritten,
minimum-maximum basis a minimum of 2,000,000 units and a maximum of
6,000,000 units at a price of $.10 per unit. Each unit consists of one
share of common stock, one redeemable A warrant to purchase an additional
share of common stock at $.50 within one year, and one redeemable B warrant
to purchase an additional share of common stock at $1.20 within five years.
Proceeds from the sale of the units will be escrowed in a non-interest
bearing account until the minimum number are sold. If the minimum proceeds
are not received within 90 days from the date of this prospectus, which can
be extended an additional 30 days in our sole discretion, all escrowed
funds will be returned to subscribers without interest or deduction. This
offering may continue past 120 days only if the minimum number of units
have been sold. This offering will end no later than six months from the
date of this prospectus, and may be terminated sooner in our sole
discretion.
INVESTING IN OUR SECURITIES INVOLVES SOME RISK. (SEE "RISK FACTORS,"
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PAGE 6). THE SECURITIES OFFERED HEREIN SHOULD NOT BE PURCHASED BY ANY
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INVESTOR WHO CANNOT AFFORD TO SUSTAIN IN THE TOTAL LOSS OF THEIR INVESTMENT.
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These securities have not been approved by the Securities and Exchange
Commission or any state securities agency nor has the Commission or any
agency passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
----------------
This is our initial public offering. No public market currently
exists for our shares, although we intend to apply for listing on the
Over-the-Counter Bulletin Board in the future. We know of no market makers for
our common stock. The offering price may not reflect the market price of
our shares after the offering.
The shares will be offered and sold by our officers without any
discounts or other commissions. An indeterminate number of shares may be
sold through broker/dealers who are members of the National Association of
Securities Dealers, and who will be paid a maximum of a 10% commission on
the sales they make. We currently have no agreements, arrangements or
understandings with any broker/dealers to sell units.
Price to Underwriting Discounts Proceeds to
Public and Commissions(1) Company(1)(2)
Per Share $.10 $.01 $.09
Total Minimum $200,000 $20,000 $180,000
Total Maximum $600,000 $60,000 $540,000
(1) Represents the maximum underwriting discounts and commissions we will
pay if broker/dealers are used to sell the units. We plan to have our
officers offer and sell the units. They will receive no discounts or
commissions. We do not have any agreements or understandings with any
broker/dealers, although we may, at our discretion, retain such to assist
in the offer and sell of units. In such event, we will update this
prospectus accordingly.
(2) Proceeds to us are shown before deducting offering expenses payable by
us estimated at $45,000, including legal and accounting fees and printing
costs.
The date of this Prospectus is ____, 2001.
TABLE OF CONTENTS
Page
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . . 11
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Directors, Executive Officers, Promoters and Control Persons . . . . . . . 14
Security Ownership of Certain Beneficial Owners and Management . . . . . . 15
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . . 16
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . 18
Disclosure of Commission Position of Indemnification for Securities Act. . 18
Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . . 19
Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . 25
Certain Relationships and Related Transactions . . . . . . . . . . . . . . 25
Market for Common Equity and Related Stockholder Matters . . . . . . . . . 26
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 26
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Changes in and Disagreements with Accountants Disclosure . . . . . . . . . 34
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the
detailed information and consolidated financial statements, including the
notes thereto, appearing elsewhere in this prospectus. Each prospective
investor is urged to read this prospectus in its entirety, and particularly
the information set forth in "RISK FACTORS."
The Company
Office Managers, Inc., intends to create a comprehensive website
devoted exclusively to office managers. We will develop a new and
innovative site offering valuable services and products that will
differentiate us from the many online e-commerce sites selling office
products. Our approach will combine traditional professional service
referrals, customer service and office products with the cost effective
online medium. Our system will include:
. A national network of reliable, qualified professional service
providers in the areas of credit, collections and financing.
. A personalized professional customer service department to
interact with, provide referrals to, and address the problems of
office managers.
. Automated online sales of business products in over ten different
categories including, office supplies, computer hardware and
software and furniture.
. Access to secure current national, international and industry
news.
. Online advertising.
To date, we are still constructing our website and developing our
network of professionals. We have not yet received any revenues from our
intended operations, nor have we otherwise engaged in any business
operations.
The Offering
Securities Offered: Minimum of 2,000,000 units and a maximum of 6,000,000
units. Each unit consists of one share of common
stock, one redeemable "A" warrant to purchase an
additional share of common stock for $.50 within one
year of the date of issuance and one redeemable "B"
warrant to purchase an additional share of common stock
for $1.20 within five years of the date of issuance.
The common stock sold in the units and the common stock
underlying both the "A" and "B" warrants has a par
value of $.001.
Offering Price: $0.10 per unit.
Escrow Agent: Brighton Bank, 311 South State Street, Salt Lake City,
Utah 84111.
Summary of Selected We are a development stage company, from the date of
our inception
Financial Data: on September 19, 2000 to April 30, 2001, we have had no
revenues or earnings from operations and have a net
loss of $5,405. As of April 30, 2001, our financial
data is as follows:
5
Total Assets $ 44,195
Total Liabilities $ 3,300
Net Loss $ 5,405
Shareholder Equity $ 40,895
Net Tangible Book Value $ 40,895
Net Tangible Book Value per Share $ .00
RISK FACTORS
An investment in the units offered hereby involves a high degree of
risk. You should carefully consider the following risk factors in addition
to the other information set forth elsewhere in this prospectus, including
the Financial Statements and Notes, prior to making an investment in Office
Managers.
We have no operating history and expect to incur losses for the
foreseeable future. We were founded in September 2000, have no operating
history and had a net loss of $5,405 from inception to April 30, 2001. We
expect to incur losses for the foreseeable future due to additional costs
and expenses related to:
. the implementation of our business model;
. brand development, marketing and other promotional activities;
. the development of our service and product offerings;
. the continued development of our website, transaction processing
systems and network infrastructure; and
. the development of strategic relationships
Moreover, you should consider our prospects in light of the risks and
difficulties frequently encountered by early stage companies. These risks
include, but are not limited to, an unpredictable business environment, the
difficulty of managing growth and the use of our business model. To
address these risks, we must, among other things:
. create a customer base;
. develop a referral network;
. enhance our brand recognition;
. access sufficient product inventory to fulfill our customers'
orders;
. implement our business and marketing strategy;
. provide superior customer service and order processing;
. respond effectively to competitive and technological
developments; and
. attract and retain qualified personnel
If we only raise the minimum offering amount we will likely have
insufficient funds to begin operations. Based on our current operating
plan, if the maximum number of units is sold we should have sufficient
funds to satisfy our anticipated need for working capital and capital
expenditures for the next twelve months. After that time, we may need
additional capital. If, however, only the minimum number of units is sold,
we most likely will not have sufficient funds to even initiate scaled down
operations and will likely need to seek additional funding to commence
operations. Moreover, we may need to raise additional funds sooner to:
. create our referral network;
. fund more rapid expansion;
. develop enhanced services or product lines; or
. respond to competitive pressures.
6
If we have to seek additional funding, which is likely given our
limited capitalization even after this offering, investors in this offering
may suffer substantial consequences such as dilution or a loss of seniority
in preferences and privileges. If we need to raise additional capital to
implement or continue operations, we will likely have to issue additional
equity or convertible debt securities. This will further dilute the
percentage ownership of investors in this offering. Furthermore, any new
securities could have rights, preferences and privileges senior to those of
our common stock. We currently do not have any commitments for additional
financing. We cannot be certain that additional financing will be
available when and to the extent required, or that if available, it will be
on acceptable terms. If adequate funds are not available on acceptable
terms we may be unable to fund our operations, develop and enhance our
services and products or respond to competitive pressures.
If professional collections agencies are unwilling to pay us a
referral fee we will be unable to operate profitably. The primary economic
driver of our business is the referral fees we will collect from credit and
collections professionals. If these professionals are unwilling to pay the
$100 referral fee, we doubt the revenue from the ancillary aspects of our
business, such as online office products sales and online advertising, will
be sufficient to make us profitable. As we are in the initial stages of
developing our referral network, there is substantial uncertainty whether
we can convince a sufficient number of professional collections agencies
that the referrals we will provide will be worth the referral fee they will
pay us.
We will be unable to operate profitably if we cannot negotiate
acceptable commercial terms with the providers upon whom our operations are
dependent. We will contract with and be dependent upon outside third
parties to provide our professional services, content, products, order
processing, inventory management and product distribution. For instance,
we expect to rely on vendors to fulfill a number of traditional retail
functions, including maintaining inventory, credit card processing and
preparing and shipping merchandise to customers. We may be unable to
negotiate favorable agreements with vendors willing to provide these
services. If we cannot obtain competitive terms from our third party
providers, we will not be able to operate profitably.
Our industry is highly competitive and we may not have adequate
resources to market our products in order to compete successfully.
Competition in the office products industry is intense. In the event that
we commence operations, we will compete directly with other companies and
businesses have developed similar websites and who market those websites to
our target customers. This could significantly affect our ability to
compete. We will also compete against traditional, non-Internet based
office products retailers.
Most of our competitors have substantially greater experience,
financial and technical resources, marketing and development capabilities
than we do. Unlike us, most of our competitors also have established
supplier and distribution networks. Many of our competitors with greater
financial resources can afford to spend more resources than we can to
market their products. We cannot guarantee that we will succeed in
marketing our website or generating revenues. We also cannot guarantee that
our competitors will not succeed in marketing their websites and generating
revenues.
7
The success of our business depends on the continued growth of the
internet as a viable commercial marketplace. Our success depends upon the
widespread acceptance of the internet as a vehicle to purchase services and
products. The e-commerce market is at an early stage of development, and
demand and continued market acceptance is uncertain. We cannot predict the
extent to which customers will shift their purchasing habits from
traditional to online retailers. If customers, service providers or
manufacturers are unwilling to use the internet to conduct business and
exchange information, our business will fail. It is possible that the
internet may not become a viable long-term commercial marketplace due to
the potentially inadequate development of the necessary network
infrastructure, the delayed development of enabling technologies and
performance improvements and the high cost of shipping products. The
commercial acceptance and use of the internet may not continue to develop
at historical rates, or may not develop as quickly as we expect. In
addition, concerns over security and privacy may inhibit the growth of the
internet.
System failures could prevent access to our website and harm our
business and results of operations. Our sales would decline and we could
lose potential customers if they are not able to access our website or if
our website, transaction processing systems or network infrastructure do
not perform to our customers' satisfaction. Any network interruptions or
problems with our website could:
. prevent customers from accessing our site;
. reduce our ability to provide referrals;
. reduce the number of products that we sell;
. cause customer dissatisfaction; or
. damage our reputation.
We anticipate our systems and operations will be vulnerable to damage
or interruption from a number of sources, including fire, flood, power
loss, telecommunications failure, physical and electronic break-ins,
earthquakes and other similar events. We believe our servers will also be
vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions. Any substantial disruption of this sort could
completely impair our ability to generate revenues from our website. We do
not presently have a formal disaster recovery plan in effect and do not
carry sufficient business interruption insurance to compensate us for
losses that could occur.
Online security risks could seriously harm our business. A
significant barrier to e-commerce and online communications is the secure
transmission of confidential information over public networks. Anyone who
is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our operations. We may
be required to expend significant capital and other resources to protect
against potential security breaches or to alleviate problems caused by any
breach. We will rely on licensed encryption and authentication technology
to provide the security and authentication necessary for secure
transmission of confidential information, including credit card numbers.
Advances in computer capabilities, new discoveries in the field of
cryptography, or other events or developments may result in a compromise or
breach of the algorithms that are used to protect customer transaction
data. In the event someone is able to circumvent security measures, it
could seriously harm our business and reputation, and we could lose
customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential
customer information.
8
Our operating results could be impaired if we become subject to
burdensome government regulations and legal uncertainties concerning the
internet. Due to the increasing popularity and use of the internet, it is
possible that a number of laws and regulations may be adopted with respect
to the internet relating to:
. user privacy;
. pricing, usage fees and taxes;
. content;
. copyrights;
. distribution;
. characteristics and quality of products and services; and
. online advertising and marketing.
The adoption of additional laws or regulations may decrease the
popularity or impede the expansion of the internet and could seriously harm
our business. A decline in the popularity or growth of the internet could
decrease demand for our services and products, reduce our margins and
increase our cost of doing business. Moreover, the applicability of
existing laws to the internet is uncertain with regard to many important
issues, including property ownership, intellectual property, export of
encryption technology, libel and personal privacy. The application of laws
and regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the
internet and other online services, could also harm our business.
Our officers and directors currently own approximately 51% of our
outstanding shares of common stock. Such concentrated control allows these
shareholders to exert significant influence in matters requiring approval
of our shareholders. Our five officers and directors, taken as a group,
currently beneficially own approximately 51% of our outstanding common
stock. Such concentrated control of the company may adversely affect the
price of our common stock. Our officers and directors may be able to exert
significant influence, or even control, over matters requiring approval by
our security holders, including the election of directors. Such
concentrated control may also make it difficult for our shareholders to
receive a premium for their shares of our common stock in the event we
merge with a third party or enter into a different transaction which
requires shareholder approval.
The limited market for our shares will make our price more volatile.
Currently, our stock is not listed on any established trading system.
Therefore, the market for our common stock is limited and we cannot assure
you that a larger market will ever be developed or maintained. The fact
that most of our stock is held by a small number of investors, further
reduces the liquidity of our stock and the likelihood that any active
trading market will develop.
The market for our common stock is likely to be volatile and many
factors may affect the market. These include, for example:
. our success, or lack of success, in marketing our products and
services;
. competition;
. governmental regulations; and
. fluctuations in operating results.
9
The stock markets generally have experienced, and will likely continue
to experience, extreme price and volume fluctuations which have affected
the market price of the shares of many small capital companies. These
fluctuations have often been unrelated to the operating results of such
companies. Such broad market fluctuations, as well as general economic and
political conditions, may decrease the market price of our common stock in
any market that develops.
Additionally, the market price and volume for internet retailers have
generally been very volatile, particularly in light of the fact that many
internet retailers have recently ceased operations. We expect this too
could lead price volatility in our stock.
We have no employees and are largely dependent upon our officers, who
have limited website and information technology and credit and collections
experience, to develop our business. We currently have no employees. We
rely heavily upon our officers to meet our needs. Both Mr. Hickey, our
president, and Mr. Rask, our secretary and treasurer, maintain outside
employment, which limits the time they can devote to company matters.
Moreover, while Mr. Hickey, and Mr. Blum, a director, have some experience
in website development and maintenance, they are not experts in this field.
Similarly, none of our officers or directors has significant experience in
the area of information technology or credit and collections. We will have
to rely upon the expertise of outside consultants to assist us on website
and information technology and credit and collections issues.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are based on
our current expectations, assumptions, estimates and projections about us
and our industry. When used in this prospectus, the words "expects,"
"anticipates," "estimates," "intends" and similar expressions are intended
to identify forward looking statements. These statements include, but are
not limited to, statements under the captions "Risk Factors," "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this prospectus.
These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
those projected. The cautionary statements made in this prospectus should
be read as being applicable to all related forward-looking statements
wherever they appear in this prospectus.
USE OF PROCEEDS
The following table sets forth management's present estimate of the
allocation of net proceeds expected to be received from this offering.
Actual expenditures may vary from these estimates. Pending such uses, we
will invest the net proceeds in investment-grade, short-term, interest
bearing securities.
If If
Maximum of If Minimum of
6,000,000 4,000,000 2,000,000
Units Sold Units Sold Units Sold
----------- ----------- -----------
Total Proceeds $ 600,000 $ 400,000 $ 200,000
Less:
Commission(1) 60,000 40,000 20,000
Offering Expenses 45,000 45,000 45,000
Filing Fees
Net Proceeds from 495,000 315,000 135,000
Offering Available
Use of Net Proceeds
Equipment 40,000 40,000 40,000
Software Development 110,000 110,000 95,000
Marketing 230,000 110,000 0
Working Capital 115,000 55,000 0
----------- ----------- -----------
Total Use of Net Proceeds $ 495,000 $ 315,000 $ 135,000
(1) We plan to have our officers offer and sell the units. They will
receive no discounts or commissions. We do not have any agreements,
arrangements or understandings with any broker/dealers to offer or sell our
units, although we may, at our discretion, retain such to assist in the
offer and sell of units. This represents the maximum underwriting
discounts and commissions we will pay if broker/dealers are used to sell
the units.
DETERMINATION OF OFFERING PRICE
As no underwriter has been retained to offer our securities, the
offering price of our shares was not determined by negotiation with an
underwriter as is customary in underwritten public offerings. Rather, we
arbitrarily selected the offering price. There is no relationship between
the offering price of the shares and our assets, earnings, book value, net
worth or other economic or recognized criteria or future value of our
shares.
DILUTION
As of the date of this offering, we had 29,500,000 common shares
issued and outstanding and a net tangible book value of $40,895 or $.00 per
share.
The proceeds from the sale of units will vary depending on the total
number of units sold.
11
If all 6,000,000 units offered hereunder are sold, there would be a
total of 35,500,000 common shares issued and outstanding. If the maximum
6,000,000 units are sold the net proceeds after deducting the offering
costs of $105,000 will be $495,000. Adding the net offering proceeds to
the net tangible book value, our total net tangible book value would be
$535,895. Dividing our net tangible book value by the number of shares
outstanding discloses a per share book value of approximately $.02.
Therefore, the shareholders who purchase in this offering will suffer an
immediate dilution in the book value of their shares of approximately $.08
or approximately 85% and our present shareholders will receive and
immediate book value increase of approximately $.01 per share.
If the minimum 2,000,000 units offered hereunder are sold, there would
be a total of 31,500,000 common shares issued and outstanding. The net
proceeds after deducting the offering costs of $65,000 will be $135,000.
Adding the net offering proceeds to the net tangible book value, our total
net tangible book value would be $175,895. Dividing our net tangible book
value by the number of shares outstanding discloses a per share book value
of approximately $.01. Therefore, the shareholders who purchase in this
offering will suffer an immediate dilution in book value of their shares of
approximately $.09 or approximately 94% and our present shareholders will
receive and immediate book value increase of almost $.01 per share.
The following table illustrates the dilution which will be experienced
by investors in the offering:
If If
Maximum Minimum
Offering Offering
Sold Sold
---------- ----------
Offering price per share before deduction of
offering expense $.10 $.10
Net tangible book value per share before the
offering .00 .00
Net tangible book value per share after the
offering .02 .01
Dilution to new investors per share .08 .09
Dilution to new investors as a percentage 85% 94%
12
COMPARATIVE DATA
The following chart illustrates our pro forma proportionate ownership,
upon completion of the offering, assuming the maximum number of units is
sold, of present stockholders and of investors in the offering, compared to
the relative amounts paid and contributed to our capital by present
stockholders and by investors in this offering, assuming no changes in net
tangible book value other than those resulting from the offering.
If Maximum Offering of 6,000,000 Sold
Approximate
Percentage Approximate
Total Percentage
Shares Shares Total Total Average
Owned Outstanding Consideration Consideration Price/share
New Investors 6,000,000 16.9% $600,000 86.5% $0.10
Existing 29,500,000 83.1% $ 93,500 13.5% $0.00
Shareholders
If Minimum Offering of 2,000,000 Sold
Approximate
Percentage Approximate
Total Percentage
Shares Shares Total Total Average
Owned Outstanding Consideration Consideration Price/share
New Investors 2,000,000 6.3% $200,000 68.1% $0.10
Existing 29,500,000 93.7% $93,500 31.9% $0.00
Shareholders
SELLING SECURITY HOLDERS
None of our existing shareholders is selling securities pursuant to
this registration statement.
PLAN OF DISTRIBUTION
Currently we plan to have our officers and directors sell the common
shares on a self underwritten basis. They will receive no discounts or
commissions. In the past, we have received unsolicited indications of
interest in Office Managers from persons familiar with us. Our officers
will deliver prospectuses to these individuals and to others who they
believe might have interest in purchasing all or a part of this offering.
We also may retain licensed broker/dealers to assist us in the offer and
sell of the units, if we deem such to be in our best interest. At this
time we do not have any commitments, agreements or understandings with any
broker/dealers. The maximum underwriting discounts and commissions we are
willing to pay to engage broker/dealers is 10%. In the event we retain
any broker/dealers to assist in the offer and sell of units we will update
this prospectus accordingly.
13
LEGAL PROCEEDINGS
To our knowledge, neither us, nor any of our officers or directors is
a party to any material legal proceeding or litigation and such persons
know of no material legal proceeding or contemplated or threatened
litigation. There are no judgments against us or our officers or
directors. None of our officers or directors has been convicted of a
felony or misdemeanor relating to securities or performance in corporate
office.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
The following table sets forth our directors, executive officers,
promoters and control persons, their ages, and all offices and positions
held. Directors are elected for a period of one year and thereafter serve
until their successor is duly elected by the stockholders. Officers and
other employees serve at the will of the Board of Directors.
---------------------------------------------------------------------
Term
Served as Positions
Director with the
Name Age /Officer Company
---------------------------------------------------------------------
John M. Hickey 59 January 2001 President
September 2000 Director
---------------------------------------------------------------------
John Ray Rask 49 January 2001 Secretary/Treasury
September 2000 Director
---------------------------------------------------------------------
Charles Smith 61 February 2001 Director
---------------------------------------------------------------------
Wilf Blum 48 February 2001 Director
---------------------------------------------------------------------
Alfred McLaughlin 55 February 2001 Director
---------------------------------------------------------------------
The above individuals will serve as officers and/or directors. None
of the officers or directors are related. A brief description of their
positions, proposed duties and their background and business experience
follows:
John M. Hickey. From 1995 to present Mr. Hickey has worked for Ambra
Resources Group, Inc., a mineral and oil and gas exploration company. Mr.
Hickey began with Ambra Resources as the General Manager. In 1996, he
became the President and a director of Ambra Resources. Mr. Hickey is
primarily responsible for the day to day operations of Ambra Resources.
Mr. Hickey currently devotes approximately 20 hours per week to Office
Managers. He will devote additional time as need requires.
John Ray Rask. Since the early 1980's Mr. Rask has been owner and
operator of Ray's Income Tax Service, a company which specialized in
bookkeeping and the preparation of income tax returns. Since 1997, Mr.
Rask has also served as the Secretary and a director of Ambra Resources
Group, Inc. Mr. Rask currently devotes approximately 20 hours per week to
Office Managers. He will devote additional time as need requires.
15
Charles Smith. Mr. Smith earned a degree in Transpersonal Psychology
and Holotropic Breathwork from Grof Transpersonal Training Institute, Mill
Valley, California, in 1996. Since that time, he has taught workshops in
this process in Austria, China, Argentina, Chile, Canada and the United
States. Currently, he is working in cooperation with Dr. Vera Casali of
the Department of Psychology, Pontificia Universidade Catolica de Sao
Paulo, Brazil, teaching this process to students of that University. Mr.
Smith devotes time to Office Managers on an as needed basis.
Wilf Blum. In August 1999, Mr. Blum founded and became president of
Bluestone, Inc., a financial public relations firm. Mr. Blum continues to
serve as president of Bluestone. From November 1997 to August 1999, Mr.
Blum served as president of Commercial Concepts, Inc., where he was
generally responsible for the operations of the company, including website
development and acquisitions. From January 1995 to November 1997, Mr. Blum
was a real estate agent specializing in land development and commercial
projects. Mr. Blum devotes time to Office Managers on an as needed basis.
Alfred McLaughlin. Mr. McLaughlin is a professional astrologer and
investment counselor. Since 1971 he has been self employed as a consultant
providing investment advice. From 1979-1981, Mr. McLaughlin appeared
regularly on CFAX radio, Victoria, B.C., to provide advice. From 1997 to
2000, Mr. McLaughlin wrote weekly syndicated advice columns for The Georgia
Straight and The Calgary Staight. McLaughlin devotes time to Office
Managers on an as needed basis.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The term "beneficial owner" refers to both the power of investment
(the right to buy and sell) and rights of ownership (the right to receive
distributions from the company and proceeds from sales of the shares).
Inasmuch as these rights or shares may be held by more than one person,
each person who has a beneficial ownership interest in shares is deemed the
beneficial owners of the same shares because there is shared power of
investment or shared rights of ownership.
Amount of % Of % of
Beneficial Class Before Class After
Name and Address Ownership Offering Offering*
- ------------------------------- ----------- ------------ ------------
John M. Hickey 12,000,000 40.7% 35.8%
1601-1415 West Georgia Street
Vancouver, B.C. V6G 3C8
Robert L. Card
Siam Oceanic Fund Ltd. 5,000,000 16.9% 14.9%
Suite 316 - 744 West Hastings Street
Vancouver, B.C. V6C 1A5
Eric Smith
Network Capital Group, Inc. 2,000,000 6.8% 6.0%
P.O. Box 61 Front Street
Churchill Building
Grand Turk, Turks & Caicos Islands
15
Mavis Smith
Powerwave Systems Corp. 2,000,000 6.8% 6.0%
P.O. Box 170 Front Street
Churchill Building
Grand Turk, Turks & Caicos Islands
Marilyn Williams
Precision Technologies Ltd. 1,500,000 5.1% 4.5%
101 East Hill Place
Market Street N.
Nassau, Bahamas
John Ray Rask 1,000,000 3.4% 3.0%
1909 Monroe Ave.
Butte, Montana 59701
Charles Smith 500,000 1.7% 1.5%
Rua Tavares Bastos, 103
05012-020
Sao Paulo S.P. Brasil
Wilf Blum 1,000,000 3.4% 3.0%
Bluestone, Inc.
136 East South Temple, Suite 1600
Salt Lake City, Utah 84111
Alfred McLaughlin 500,000 1.7% 1.5%
Apt. #1205
7376 Halifax Street
Burnaby, B.C. V5A-1M5
- ----------------------------------------------------------------------------------
All officers and directors
as a group (5 persons) 15,000,000 50.8% 44.8%
- ----------------------------------------------------------------------------------
TOTAL 25,500,000 86.4% 76.1%
- ----------------------------------------------------------------------------------
* Assumes that 4,000,000 units are sold in this offering.
Mr. Hickey and Mr. Rask are officers and directors. Mr. Smith, Mr.
Blum, and Mr. McLaughlin are directors.
Mr. Hickey is the holder of record of 6,000,000 shares. As the
President and a Director of Ambra Resources, Mr. Hickey may be deemed to
have voting power over the shares held by Ambra Resources. Therefore, the
6,000,000 shares held by Mr. Hickey personally and the 6,000,000 shares
held by Ambra Resources are all attributed to Mr. Hickey.
DESCRIPTION OF THE SECURITIES
Description of Common Stock. We are presently authorized to issue
50,000,000 shares of $.001 par value common stock. All shares when issued,
will be fully paid and non-assessable. All shares are equal to each other
with respect to liquidation and dividend rights. Holders of voting shares
are entitled to one vote for each share they own at any shareholders'
meeting.
16
Holders of shares of common stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds
legally available therefor, and upon liquidation are entitled to
participate pro-rata in a distribution of assets available for such a
distribution to shareholders. There are no conversion, pre-emptive or
other subscription rights or privileges with respect to any shares.
Reference is made to our Articles of Incorporation and Bylaws for a
more complete description of the rights and liabilities of holders of
common stock. Our shares do not have cumulative voting rights, which means
that the holders of more the 50% of the shares voting for each election of
directors may elect all of the directors if they choose to do so. In such
event, the holders of the remaining shares aggregating less than 50% will
not be able to elect any directors.
Description of Warrants. Each "A" warrant represents the right to
purchase one share of Common Stock at price of $.50 per share within one
year from the date of issuance. Each "B" warrant represents the right to
purchase one share of Common Stock at a price of $1.20 per share within
five years from the date of issuance. The exercise price and the number of
shares issuable upon exercise of the Warrants are subject to adjustment in
certain events, to the extent that such events occur after the effective
date of the Warrant Agency Agreement, including the issuance of Common
Stock as a dividend on shares of Common Stock, subdivisions or combinations
of the Common Stock or similar events. Except as stated in the preceding
sentence, the Warrants do not contain provisions protecting against
dilution resulting from the sale of additional shares of Common Stock for
less than the exercise price of the Warrants or the current market price of
the Company's securities.
The Company shall have the right to redeem the Warrants at any time
prior to their conversion upon not fewer than sixty days written notice to
the Warrant holder. The Company may call either the Warrants in whole or
in part, or may call varying parts of each class at any one time. If a
call is made in part with respect to any class, the Warrants called shall
be determined by lot. The redemption price for the Warrants shall be $.001
for each Warrant. The "A" Warrants may only be redeemed by the Company at
any time after the Common Stock of the Company publicly trades at a bid
price above $.50 for a period of ten consecutive trading days. The "B"
Warrants may only be redeemed by the Company at any time after the Common
Stock of the Company publicly trades at a bid price above $1.20 for a
period of ten consecutive trading days. The Company shall request the
Warrant Agent to provide written notice to the registered holders of the
Warrants selected for redemption, giving the dates as of which such
Warrants shall be deemed. The Warrants called for redemption shall not be
exercisable after the redemption date. Payment of the Warrant price shall
be made by check payable to the registered holder, thereof, on the books of
the Warrant Agent. All notices of redemption shall be effected in
accordance with the provisions on notice described in Section 12 hereof.
Holders of Warrants will be entitled to notice in the event of (a) the
granting by the Company to all holders of its Common Stock of rights to
purchase any share of capital stock or any other rights or (b) any
reclassification of the Common Stock, any consolidation of the Company
with, or merger of the Company into any other entity or merger of any other
entity into the Company (other than a merger that does not result in any
reclassification, conversion, exchange or cancellation of any outstanding
share of Common Stock), or any sale or transfer of all or substantially all
of the assets of the Company.
17
The Company has reserved from its authorized unissued shares a
sufficient number of shares of Common Stock for issuance on exercise of the
Warrants. During the period in which a Warrant is exercisable, exercise of
such Warrant may be effected by delivery of the Warrant, duly endorsed for
exercise and accompanied by payment of the exercise price and any
applicable taxes or governmental charges, to the Warrant Agent. The shares
of Common Stock issuable on exercise of the Warrant will be, when issued in
accordance with the Warrants, fully paid and non-assessable.
For the life of the Warrants the holders thereof have the opportunity
to profit from a rise in the market for the Company's Common Stock, with a
resulting dilution in the interest of all other shareholders. So long as
the warrants are outstanding, the terms on which the Company could obtain
additional capital may be adversely affected. The holders of such Warrants
might be expected to exercise them at a time when the Company would, in all
likelihood, be able to obtain any needed capital by a new offering of
securities on terms more favorable than those provided for by such
Warrants.
Except as described above, the holders of the Warrants have no rights
as stockholders of the Company until they exercise their Warrants.
Transfer Agent. Interwest Transfer Company, Inc., 1981 East
Murray-Holladay Road, Salt Lake City, Utah 84117, Telephone (801) 272-9294, has
agreed to serve as transfer agent and registrar for our outstanding
securities upon completion of this offering.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named herein was or is a promoter, underwriter,
voting trustee, director, officer or employee of Office Managers. Further,
none of the experts was hired on a contingent basis and none of the experts
named herein will receive a direct or indirect interest in Office Managers.
Legal Matters
Certain legal matters will be passed upon for us by Poulton & Yordan,
of Salt Lake City, Utah.
Accounting Matters
The financial statements included in this prospectus and elsewhere in
the registration statement have been audited by Andersen Andersen & Strong,
L.C., located in Salt Lake City, Utah, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "act") may be permitted to directors, officers
and controlling persons for the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
18
In the event that any 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 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 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
We are a start-up company and have no operating history. As soon as
the money from this offering is made available, we expect to make all
arrangements necessary to commence operations in 2001.
DESCRIPTION OF BUSINESS
Company History
- ---------------
Office Managers, Inc., was formed as a Nevada corporation on September
19, 2000. Our executive offices are located at 136 East South Temple,
Suite 1600, Salt Lake City, Utah 84111. Our telephone number is (801)
363-2656. Our website, which is currently inactive, is located at
www.officemanagers.net. Information contained on our website does not
constitute part of this prospectus.
Our Strategy
We intend to create a comprehensive website devoted exclusively to
office managers. We will develop a new and innovative site offering
valuable services and products that will differentiate us from the many
online e-commerce sites selling services or office products. Our approach
involves combining traditional professional service referrals, customer
service and office products with the cost effective online medium. Our
system will include:
. A national network of reliable, qualified professional service
providers in the areas of credit, collections and financing from
which we will provide referrals to office managers seeking such
services.
. A personalized, professional customer service department to
interact with, provide referrals to and address the problems of
office managers.
. Automated online sales of business products in over ten different
categories including office supplies, computer hardware and
software and furniture.
. Access to secure current national, international and industry
news.
. Online advertising.
19
Referrals of Professional Services
- ----------------------------------
Initially, we will primarily focus our referral services in the areas
of credit, collections and financing. We believe most businesses rely on
one or a few credit and collection agencies in the same city or state where
the business is located. This arrangement works well for collections from
in-state customers. As most credit and collections agencies are local or
at best regional, however, a problem arises with customers outside the
state or region of the business. It appears that most delinquent customers
simply ignore threats from out-of-state credit and collection agencies and
respond only if and when a collection agency located in the customer's
state is retained. The problem for most businesses, and their office
managers, is that they do not know, have access to, or have a comfort level
with credit and collections professionals outside their immediate locale.
Our website will eliminate these problems for office managers.
We will develop a nationwide network of high quality credit and
collections professionals. We will only accept reputable, bonded
professionals as members of our referral network. To assure that our
customers receive high quality service, we will implement a follow up
program to seek feedback from all individuals receiving referrals. This
follow up program will be designed to evaluate the customers' experience
with the professional to whom they were referred. Based on this feedback,
professionals will be evaluated for ongoing suitability as a referral
source.
Development of our Network
Initially, we hope to include at least three professionals in each
major city in the United States in our network. We will build our network
through an intensive direct marketing program, and through word of mouth.
To support our direct marketing program, in March 2001, we retained the
services of MediaComm Marketing International on a two year contract.
MediaComm has over 20 years experience in designing and implementing
advertising campaigns. MediaComm will identify, contact and screen
potential service providers for inclusion in our network. They also will
seek to establish relationships with professional organizations that can
provide us referrals to competent professionals.
As need demands, we will broaden our network to include more
professionals in major cities and to extend our network to smaller cities.
Marketing and Delivery of our Referral Service
We will market our professional service referral system as a
nationwide white pages for office managers. Office managers and others
visiting our site in search of a referral will be directed to call a 1-800
number that will put them in touch with one of our customer service
representatives. The customer service representative will ask for
information relevant to the caller's location, situation and need. This
information will be logged into our database. Based on the information
provided, the customer service representative will provide the caller with
the name of a professional. The caller will be informed that the
professional will contact him within 24 hours. The customer service
representative will then contact the professional and disclose the relevant
information. If the professional is interested in providing the services
needed, the professional will be instructed to contact the caller within 24
hours. The professional will then be billed a $100 referral fee, which
will be paid directly to us. Following the expiration of the 24 hour
period, the customer service representative will contact the caller to
assure that he or she was called by the professional, and is satisfied with
the referral. If the professional has not contacted the caller, or the
caller would like a second referral, another referral will be given.
20
In addition to being provided with a referral, the caller will receive
a free or significantly discounted initial visit with the professional.
We believe many professionals will be willing to pay the $100 referral
fee and provide a free or significantly discounted initial consultation to
become a member of our referral network, as these referrals could
potentially represent a significant source of income to the professional.
Online Sales of Office Products
- -------------------------------
The business model for our online office products store will not vary
significantly from many of the current office product e-commerce sites.
While we have not determined the full range of products we may offer, we
intend to offer at least 10 different categories of office-related
"commodity" type products, including computer hardware and software; office
supplies, such as pens, pencils, paper, binders, etc.; furniture; and
office machines. Our website will provide links to other sites where
additional products can be obtained.
Distribution Network
Rather than undertake the significant capital expenditures associated
with a traditional retail sales operation, we intend to outsource all of
the necessary operating infrastructure. We believe that outsourcing is key
to an efficient and profitable e-commerce model. As part of this strategy,
we will enter into relationships with distributors in each of our product
segments. These distributors will carry the inventory of goods from which
products will be picked, packed and shipped directly to our customers.
Through this system, we can effectively leverage the inventory management
and fulfillment capabilities of each of our providers to deliver products
cost effectively to our customers. To date, we have no agreements with any
distributors.
We expect to establish secure electronic connections with each of our
providers so that orders placed by our customers will be transmitted
directly to the distributor. The orders will be automatically fed into the
distributor's system where they will be processed, picked, packed and
shipped. We anticipate that orders will be processed and ready for
shipment within three to five days from the time a customer places an order
at our website.
We will seek to establish integrated electronic connections with each
of our distribution providers that can provide us with data on inventory
quantities, shipping status, shipper tracking numbers and the estimated
time of arrival for back-ordered products. Our website will provide a
direct link from a customer's order information to United Parcel Service
and FederalExpress to provide up-to-the-minute information on delivery
status.
Content
- -------
Visitors to our site will also have access to secure current national,
international and industry news. We will contract with various news
services to provide this information. As need demands, we may also hire
individuals to provide information on products, technology, industry
regulations, news and management. Eventually, we will archive historical
content, enabling users to research through large databases of information.
If we believe there is sufficient interest, and we are capable of doing so,
we may also accept requests for proposals and related posting and response
areas.
21
Advertising
- -----------
Advertising will be sold throughout our website. We anticipate, given
the narrow focus of our website, that our site will provide attractive
demographics which will appeal to participants in the professional services
and office products markets. Attractive rates will be given to affiliates
and strategic partners, such as service providers and e-commerce partners.
While we believe our website will provide a positive advertising
platform, the primary focus of our website will be on services and content,
not advertising.
Marketing Strategy
- ------------------
Successful internet sites build their business on an understanding of
the importance of creating positive and productive relationships among the
community. Accordingly, we believe our success will be based on a
combination of quality content and in-depth, lasting relationships within
the community we hope to develop. We will pursue an aggressive brand
building strategy, utilizing a combination of innovative online and offline
industry methods targeted specifically to key market segments. This will
include:
. Offering content that is tailored and specialized for the office
management community and is different from many of the existing
product and service-related sites.
. Providing superior customer value through a combination of unique
services and delivery mechanisms, broad product selection, fair
prices and outstanding customer service.
. Creating a comfortable, easy to use environment with skilled
customer service representatives available to assist customers.
Direct Sales
In addition to assisting us to establish our referral network,
Medicomm will develop and implement an extensive marketing campaign focused
on contacting office managers, service providers and product suppliers.
This campaign is expected to occur during the third and fourth quarters of
2001 and will be aimed at creating brand awareness, building our referral
network and developing product and distribution relationships.
Advertising
Our online advertising will include:
. Content tailored e-mail drops.
. Reciprocal web links with other websites.
. Presence in web directories.
. Selected banner advertising.
Our offline advertising will include:
. Articles and ads in internet industry publications, general
business magazines and newsprint.
. Trade Shows and Conferences.
. Direct mail campaigns.
. TV and radio spots in selected markets.
. Full color brochures.
22
Our offline advertising campaign will initially be focused solely in
the northeastern United States. Thereafter, as we begin to build brand
recognition, we will expand our offline advertising to other regions, with
the expectation of having a nationwide offline advertising presence within
three to five years.
Direct Marketing
Pursuant to our agreement with MediaComm, they will develop and
implement a direct marketing campaign for us. We anticipate this will
include performing market research, developing a customized database,
conducting direct mailings, direct e-mailings, other direct advertising and
undertaking all other necessary activities to create a direct marketing
campaign designed to drive traffic to our website.
Trade Shows and Conferences
We will seek to have a presence at offline office supply trade shows,
conferences for credit, collections and financing professionals, and
internet-related business-to-business trade shows to build brand awareness
and relationships with office managers and industry partners.
Public Relations
As discussed above, MediaComm will provide us valuable market research
and information, manage both our online and offline advertising campaigns
and otherwise handle most of our public relations matters.
Technology and Systems
- ----------------------
In conjunction with its marketing services, MediaComm has extensive
experience in website development and maintenance. We have contracted with
MediaComm to design and construct our website. They will also provide
ongoing maintenance. In developing and constructing our website, we have
asked MediaComm to primarily rely upon commercially available licensed
technologies. We prefer to license available technology whenever possible
rather than seek internally-developed solutions.
We anticipate our website's front-end will be built on industry
standard technologies. The business logic of the site will be contained in
a variety of currently available programs. These programs will handle user
interface, ordering and customer communications and will operate on
redundant servers. If needed, we will add additional servers and capacity.
Our system will include redundant hardware on mission critical components,
which we believe can survive the failure of several entire servers with
relatively little downtime. We will seek to create a system that can
quickly and easily expand capacity without significant additional
development. We will run our key systems below capacity to support
anticipated growth.
Order Processing Applications.
We will use a set of computer software applications for processing
each customer order. These applications will charge customer credit cards,
print order information, transmit order information electronically to our
distributors and deposit transaction information into our accounting
system. All credit card numbers and financial and credit information will
be secured using encryption standards, and we will maintain credit card
numbers behind appropriate fire walls.
23
Intellectual Property
We believe the protection of service marks, trademarks, trade secrets
and other intellectual property rights may be critical to our future
success. As we develop these things, we will seek to rely on various
intellectual property laws and contractual restrictions to protect our
proprietary rights in products and services. We have acquired and
registered our domain name with the appropriate regulatory bodies in an
effort to protect such. When we retain contractors and suppliers to assist
us in the development of our products, we intend to have them enter into
confidentiality agreements, invention assignment agreements and
nondisclosure agreements to limit access to and disclosure of any
proprietary information we may have or develop. We cannot assure that
these contractual arrangements or the other steps taken by us to protect
the intellectual property we may develop will prove sufficient to prevent
misappropriation of technology or to deter independent third party
development of similar technologies. As they are created, we will pursue
the registration of our key trademarks and service marks in the U.S.
Effective intellectual property protection, however, may not be available
in every country in which our services may be made available in the future.
There is also no guarantee that the trademarks or servicemarks for which we
may apply for registration will offer adequate protection under applicable
law.
As is customary with technology companies, from time to time we may
receive or become aware of, correspondence claiming potential infringement
of other parties' proprietary rights. We could incur significant costs and
diversion of management time and resources to defend claims regardless of
the validity of these claims. We may not have adequate resources to defend
those claims, and any associated costs and distractions could have a
material adverse effect on our business, financial condition and results of
operations. As an alternative to litigation, we may seek licenses for
other parties' intellectual property rights. We may not be successful in
obtaining any necessary licenses on commercially reasonable terms, if at
all.
Employees
Mr. Hickey and Mr. Rask are currently working about 20 hours per week
to meet our needs. As demand requires, Mr. Hickey and Mr. Rask will devote
additional time. Our directors currently devote little time to our
operations, and only on an as needed basis. We currently have no
employees. We anticipate the need to hire up to 15 additional employees
within the next twelve months. As needed, we expect to hire five
accounting/billing coordinators, three sales representatives, five customer
service representatives, an office manager, a secretary/ receptionist, and
an information technology specialist.
Key Consultants
As discussed above, on May 22, 2001, we retained MediaComm Marketing
International, Inc., to provide us various services. These services
include, developing a direct contact program focused on retaining credit
and collections professionals to participate in our referral network,
creating an advertising campaign to drive office managers to our website,
handling public relations matters, and constructing and maintaining our
website. Our contract with MediaComm is for a two year term. The contract
calls for us to pay MediaComm a fee of $1,000 per month for the term of the
contract.
25
PLAN OF OPERATIONS
Our plan of operations for the next twelve months is to raise funds
through the offering. In addition to providing capital to help defray
various start up expenditures, a principal use of the offering proceeds
will be to provide working capital necessary upon commencement of
operations until sufficient revenues are generated to cover such operating
expenditures. To commence active business operations during 2001 we are
engaged in a number of planning stage and preliminary activities. These
activities include purchasing and putting into place the necessary
electronic infrastructure to support our website; developing the software
to run both our website and our referral databases; finishing construction
of our website; negotiating agreements with product suppliers; putting into
place the necessary infrastructure to support our e-commerce operations,
including order placement, secure payment, and delivery systems;
negotiating agreements for content production and delivery; developing a
sufficient referral network to begin operations, including negotiating
agreements with the service providers on the terms discussed herein; hiring
and training sales and marketing and customer service representatives; and
formulating and implementing an aggressive marketing campaign to drive the
office management community to our website.
We anticipate generating revenue from operations in several ways. We
expect to generate revenue from product sales. Given that we will rely
primarily on third parties to provide and distribute these products,
however, we do not anticipate this will be a significant source of income.
Assuming we can generate sufficient traffic to our website, we may also
realize revenue from sales of advertising. As with product sales, we do
not anticipate advertising sales to generate significant revenue. The
primary economic driver of our business model will be the referral fees we
collect from referrals to collections professionals. As we are in the
initial stages of developing our referral network, however, there is no
assurance that there will be sufficient demand for our referral service to
allow us to operate profitably. Moreover, there is substantial uncertainty
whether we can convince a sufficient number of professional collections
agencies that the referrals we will provide will be worth the referral fee
they will pay us. If we are unsuccessful at creating demand or enrolling
sufficient collections professionals into our referral network, it is
unlikely we can generate sufficient revenues from product sales and online
advertising to operate profitably.
DESCRIPTION OF PROPERTY
Our principal executive offices are located in approximately 400
square feet of office space in Salt Lake City, Utah under a one year lease
that expires November 2001. Our lease agreement for this office space
requires monthly rental payments of $2,000. We anticipate that within the
next six months, we will need to rent approximately 500-1,000 square feet
of additional office space which will be used as our operational
headquarters.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have issued shares to the following officers, directors, promoters
and beneficial owners of more than 5% of our outstanding securities.
Relationship
Number Consideration to Office Date of
Name Of Shares Given Managers Issuance
- ------------------ ---------- ------------- --------- -----------
John Hickey 6,000,000 $6,000 President 09/19/00
John Ray Rask 1,000,000 1,000 Secretary 01/16/01
Bluestone, Inc.
(Wilf Blum) 1,000,000 1,000 Director 01/16/01
Charles Smith 500,000 500 Director 02/27/01
Alfred McLaughlin 500,000 500 Director 02/27/01
Network Capital
Group, Inc. 2,000,000 2,000 * 09/19/00
Powerwave Systems
Corp. 2,000,000 2,000 * 09/19/00
Precision
Technologies Ltd. 1,500,000 1,500 * 09/19/00
Ambra Resources,
Inc. 6,000,000 (1) * 09/25/00
Siam Oceanic Fund,
Ltd. 5,000,000 50,000 * 10/20/00
Alan Filson 1,500,000 1,500 * 01/16/01
* Holder of 5% or more of our outstanding securities.
(1) We issued 6,000,000 to Ambra Resources, Inc., for the
officemanagers.net domain name and the partially constructed website. The
domain name and website were valued at $25,000.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At present, our securities are not traded publicly. There is no
assurance that a trading market will develop, or, if developed, that it
will be sustained. A purchaser of shares may, therefore, find it difficult
to resell the securities offered herein should he or she desire to do so
when eligible for public resales. Furthermore, the shares are not
marginable and it is unlikely that a lending institution would accept our
common stock as collateral for a loan.
Pursuant to this registration statement, we propose to publicly offer
a minimum of 2,000,000 units and a maximum of 6,000,000 units. Each unit
will consist of one share of common stock, one redeemable A warrant to
purchase an additional share within one year and one redeemable B warrant
to purchase an additional share within five years. To date, none of our
outstanding shares of common stock are subject to outstanding options,
warrants to purchase or securities convertible into common stock. We have
not agreed to register shares of common stock held by existing security
holders for resale. We currently have 15 shareholders.
EXECUTIVE COMPENSATION
To date we have no employees other than our officers. Neither our
officers nor directors have been paid any compensation. Moreover, we
presently have no formal employment agreements or other contractual
arrangements with our officers or directors or any one else regarding the
commitment of time or the payment of salaries or other compensation. When
funds allow, we anticipate that our officers will be offered a compensation
package.
FINANCIAL STATEMENTS
[THIS SPACE INTENTIONALLY LEFT BLANK.]
26
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants and
Business Consultants Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA Telephone 801 486-0096
Fax 801 486-0098
Board of Directors
Office Managers, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Office Managers, Inc.
(development stage company) at April 31, 2001 and December 31, 2000, and
the related statements of operations, stockholders' equity, and cash flows
and for the four months ended April 30, 2001 and the period September 19,
2000 to December 31, 2000 and the period September 19, 2000 (date of
inception) to April 30, 2001. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management as well as evaluating
the overall balance sheet presentation. We believe that our audits provide
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 Office Managers Inc. at
April 30, 2001 and December 31, 2000, and the results of operations and
cash flows for the four months ended April 30, 2001, and the period
September 19, 2000 to December 31, 2000, and the period September 19, 2000
(date of inception) to April 30, 2001 in conformity with generally accepted
accounting principles.
Salt Lake City, Utah
June 6, 2001 /s/Andersen Andersen & Strong, L.C.
27
OFFICE MANAGERS, INC.
(Development Stage Company)
BALANCE SHEETS
April 30, 2001 and December 31, 2000
==========================================================================
Apr 30, Dec 31,
2001 2000
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 41,695 $ 43,800
Accounts receivable 2,500 -
----------- -----------
Total Current Assets $ 44,195 $ 43,800
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,300 $ -
----------- -----------
Total Current Liabilities 3,300 -
----------- -----------
STOCKHOLDERS' EQUITY
Common stock
50,000,000 shares authorized,
at $0.001 par value;
29,500,000 shares issued and
outstanding on April 30, 2001;
27,000,000 on December 31, 2000 29,500 27,000
Capital in excess of par value 63,810 63,810
Deficit accumulated during the
development stage (52,415) (47,010)
----------- -----------
Total Stockholders' Equity 40,895 43,800
----------- -----------
$ 44,195 $ 43,800
=========== ===========
The accompanying notes are an integral part of these financial statements.
28
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF OPERATIONS
For the Four Months Ended April 30, 2001 and the Period
September 19, 2000 to December 31, 2000 and the Period
September 19, 2000 (Date of Inception) to April 30, 2001
==========================================================================
Sept 19,
2000 to
Apr Dec Apr 30,
2001 2000 2001
----------- ----------- -----------
REVENUES $ - $ - $ -
----------- ----------- -----------
ExPENSES
Administrative 5,405 22,010 27,415
Development of web site -
preliminary project stage - 25,000 25,000
----------- ----------- -----------
5,405 47,010 52,415
----------- ----------- -----------
NET LOSS $ (5,405) $ (47,010) $ (52,415)
=========== =========== ===========
NET LOSS PER COMMON SHARE
Basic $ - $ -
----------- -----------
AVERAGE OUTSTANDING SHARES
Basic 29,500,000 13,000,000
----------- -----------
The accompanying notes are an integral part of these financial statements
29
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period September 19, 2000 (Date of Inception)
to April 30, 2001
==========================================================================
Common Stock Excess Accumu-
-------------------------- of Par lated
Shares Amount Value Deficit
---------------------------------------------------
Balance September 19,
2000 (date of inception) - $ - $ - $ -
Issuance of common stock
for cash at $.001 -
September 19, 2000 16,000,000 16,000 - -
Issuance of common stock
for web site -
(development in
preliminary stage)
at $.004167 - September
25, 2000 6,000,000 6,000 19,000 -
Issuance of common stock
for cash at $.01 -
October 10, 2000 5,000,000 5,000 44,810 -
Net operating loss for
the period September
19, 2000 to December
31, 2000 - - - (47,010)
---------------------------------------------------
Balance December 31, 2000 27,000,000 27,000 63,810 (47,010)
Issuance of common stock
for cash at $.001 -
January 2001 2,500,000 2,500 - -
Net operating loss for
the four months ended
April 30, 2001 - - - (5,405)
---------------------------------------------------
Balance April 30, 2001 29,500,000 $ 29,500 $ 63,810 $ (52,415)
===================================================
The accompanying notes are an integral part of these financial statements.
30
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Four Months Ended April 30, 2001 and the Period
September 19, 2000 to December 31, 2000 and the Period
September 19, 2000 (Date of Inception) to April 30, 2001
==========================================================================
Sept 19,
2000 to
Apr Dec Apr 30,
2001 2000 2001
----------- ----------- -----------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (5,405) $ (47,010) $ (52,415)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Change in accounts payable 3,300 - 3,300
Issuance of capital stock for
web site - 25,000 25,000
----------- ----------- -----------
Net Decrease in Cash
From Operations (2,105) (22,010) (24,115)
----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of
common stock - 65,810 65,810
----------- ----------- -----------
Net Increase (Decrease)
in Cash (2,105) 43,800 41,695
Cash at Beginning of Period 43,800 - -
----------- ----------- -----------
Cash at End of Period $ 41,695 $ 43,800 $ 41,695
=========== =========== ===========
NON CASH FLOWS FROM
OPERATING ACTIVITIES
Issuance of 6,000,000 common
shares for web site - 2000 $ 25,000
-----------
The accompanying notes are an integral part of these financial statements.
31
OFFICE MANAGERS, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
==========================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with authorized common stock of 50,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing a
web site on the World Wide Web devoted exclusively to office managers for
the purpose of delivering office products and related professional services
over the internet.
Since its inception the Company has completed private placement offerings
of 23,500,000 common shares for cash of $68,310.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
On April 30, 2001, the Company had a net operating loss carry forward of
$52,415. The tax benefit of $15,725 from the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the Company has no operations. The net operating
loss will expire in 2022.
Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if shares had
been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.
Amortization of Web Site
- ------------------------
Costs of the preliminary development of the web site are expensed as
incurred and costs of the
application and post- implementation are capitalized and amortized over
the useful life of the fully developed web site.
32
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
==========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Comprehensive Income
- --------------------
The Company adopted Statement of Financial Accounting Standards No. 130.
The adoption of this standard had no impact on the total stockholder's
equity.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its financial statements.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets
and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.
3. ACQUISITION OF WEB SITE
On September 25, 2000 the Company acquired the web site and the domain name
"officemanagers. net", (which was in the preliminary development stage)
from a related party, by the issuance of 6,000,000 common shares of the
Company, for the purpose of pursuing its business interest as outlined in
note 1. The value of the web site was recorded at $25,000, the
acquisition cost to the related party, before the sale to the Company.
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation will be
capitalized and amortized over the useful life of the fully developed web
site.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 51 % of the common stock issued.
33
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability
which they may incur in such capacity are as follows:
(a) Section 78.751 of the Nevada Business Corporation Act provides
that each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of
the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction,
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
34
3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by
independent legal counsel, in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit
or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the certificate or articles of incorporation or
any bylaw, agreement, vote of stockholders of disinterested
directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
35
7. The registrant's Articles of Incorporation limit liability
of its Officers and Directors to the full extent permitted by the
Nevada Business Corporation Act.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth the estimated costs and expenses we
will pay in connection with the offering described in this registration
statement.
Amount
------------
SEC registration fee $ 2,851.20
Blue sky fees and expenses $ 2,500.00
Printing and shipping expenses $ 3,500.00
Legal fees and expenses $ 32,000.00
Accounting fees and expenses $ 2,000.00
Transfer and Miscellaneous expenses $ 2,148.80
------------
Total $ 45,000.00
* All expenses except SEC registration fee are estimated.
RECENT SALES OF UNREGISTERED SECURITIES
On September 19, 2000, 6,000,000 restricted common shares were issued
to our President and director, John M. Hickey for $6,000. The shares were
issued without registration under the Securities Act of 1933 in reliance on
an exemption from registration provided by Section 4(2) of the Securities
Act. No general solicitation was made in connection with the offer or sale
of these securities.
On September 19, 2000, 2,000,000 restricted common shares were issued
to Network Capital Group, Inc., for $2,000. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.
On September 19, 2000, 2,000,000 restricted common shares were issued
to Powerwave Systems Corp, for $2,000. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.
On September 19, 2000, 1,500,000 restricted common shares were issued
to Precision Technologies, Ltd., for $1,500. The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Section 4(2) of the Securities Act.
No general solicitation was made in connection with the offer or sale of
these securities.
36
On September 19, 2000, 500,000 restricted common shares were issued to
Apex Holdings Ltd., for $500. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act. No general
solicitation was made in connection with the offer or sale of these
securities.
On September 25, 2000, we issued 6,000,000 restricted common shares to
Ambra Resources Group, Inc., to acquire the "officemanagers.net" domain
name and a partially constructed website. The domain name and website were
valued at $25,000. The transaction was effected pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act of 1933.
On October 20, 2000, 5,000,000 restricted common shares were issued to
Siam Oceanic Fund, Ltd., an accredited investor, for $50,000. The shares
were issued without registration under the Securities Act of 1933 in
reliance on an exemption from registration provided by Section 4(2) of the
Securities Act. No general solicitation was made in connection with the
offer or sale of these securities.
On January 16, 2001, 1,500,000 restricted common shares were issued to
Alan Filson for $1,500. The shares were issued without registration under
the Securities Act of 1933 in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act, and from similar
applicable state securities laws, rules and regulations exempting the offer
and sale of these securities by available state exemptions. No general
solicitation was made in connection with the offer or sale of these
securities.
On January 16, 2001, 1,000,000 restricted common shares were issued to
John Ray Rask, our Secretary and Treasurer and director for $1,000. The
shares were issued without registration under the Securities Act of 1933 in
reliance on an exemption from registration provided by Section 4(2) of the
Securities Act, and from similar applicable state securities laws, rules
and regulations exempting the offer and sale of these securities by
available state exemptions. No general solicitation was made in connection
with the offer or sale of these securities.
On January 16, 2001, 1,000,000 restricted common shares were issued to
Taurus Corporate Services for $1,000. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act, and from
similar applicable state securities laws, rules and regulations exempting
the offer and sale of these securities by available state exemptions. No
general solicitation was made in connection with the offer or sale of these
securities.
On January 16, 2001, 500,000 restricted common shares were issued to
Charles Yourshaw for $500. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act, and from
similar applicable state securities laws, rules and regulations exempting
the offer and sale of these securities by available state exemptions. No
general solicitation was made in connection with the offer or sale of these
securities.
37
On January 16, 2001, 500,000 restricted common shares were issued to
Dr. Kelly Bowman, an accredited investor, for $500. The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Section 4(2) of the Securities Act,
and from similar applicable state securities laws, rules and regulations
exempting the offer and sale of these securities by available state
exemptions. No general solicitation was made in connection with the offer
or sale of these securities.
On January 16, 2001, 1,000,000 restricted common shares were issued to
Bluestone, Inc., for $1,000. Wilf Blum, one of our directors, may be
deemed to be the beneficial owner of the shares held by Bluestone. The
shares were issued without registration under the Securities Act of 1933 in
reliance on an exemption from registration provided by Section 4(2) of the
Securities Act, and from similar applicable state securities laws, rules
and regulations exempting the offer and sale of these securities by
available state exemptions. No general solicitation was made in connection
with the offer or sale of these securities.
On February 27, 2001, 500,000 restricted common shares were issued to
Charles Smith, a director, for $500. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act, and from
similar applicable state securities laws, rules and regulations exempting
the offer and sale of these securities by available state exemptions. No
general solicitation was made in connection with the offer or sale of these
securities.
On February 27, 2001, 500,000 restricted common shares were issued to
Alfred McLaughlin, a director, for $500. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act, and from
similar applicable state securities laws, rules and regulations exempting
the offer and sale of these securities by available state exemptions. No
general solicitation was made in connection with the offer or sale of these
securities.
EXHIBIT INDEX
SEC
Reference Exhibit No. Document Location
- --------- ----------- ------------------------------- ---------
3 3.01 Articles of Incorporation As filed
3 3.02 Amended Articles of Incorporation As filed
3 3.03 By-Laws As filed
4 4.01 Warrant Agency Agreement Attached
4 4.02 Specimen Redeemable "A" Warrant Attached
4 4.03 Specimen Redeemable "B" Warrant Attached
5 5.01 Opinion on Legality Attached
10 10.01 Services Agreement with MediaComm Attached
Marketing International, Inc.
38
10 10.02 Fund Impound Agreement Attached
23 23.01 Consents of Accountants Attached
23 23.02 Consent of Counsel Attached
as
Exhibit
5.01
99 99.01 Specimen Subscription Agreement As Filed
UNDERTAKINGS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registration hereby undertakes to
file with the Securities and Exchange Commission such supplementary and
periodic information, documents, and reports as may be prescribed by any
rule or regulation of the Commission heretofore or hereafter duly adopted
pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to its Articles of
Incorporation or provisions of the Nevada Business Corporations Act, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question, whether or not
such indemnification by us is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
We hereby undertake to:
(1) File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and nay
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
39
(2) For determining liability under the Securities Act treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 Registration
Statement to be signed on its behalf by the undersigned, on June 19, 2001.
OFFICE MANAGERS, INC.
By: /S/ John M. Hickey
--------------------------------
John M. Hickey, President and
Director
By: /S/ John Ray Rask
--------------------------------
John Ray Rask, Secretary/Treasurer
and Director
40