As filed with the Securities and Exchange Commission on October 31, 2001.
REGISTRATION NO.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2/A-2
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 Jurisdiction (Primary Standard (I.R.S. Employer
or Organization) Industrial Identification No.)
Classification
Code Number)
136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
(801) 363-2656
--------------------------------------------------------------
(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
--------------------------------------------------------------
(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. [ ]
----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
-------------------------------------------------
If 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. [ ]
---------------------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------------------------
--------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
<Table>
<Caption>
Title of Proposed Proposed
each Class Number of Maximum Maximum
of Securities Securities Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (1) Fee (1)
------------------------------------------------------------------------------
<c> <c>
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
-----------------------------------------------------------------------------
</Table>
(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 has
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"
page 6). The securities offered herein should not be purchased by any
investor who cannot afford to sustain the total loss of their investment.
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.
<Table>
<Caption>
==========================================================================
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
==========================================================================
</Table>
(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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . 14
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Comparative Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Directors, Executive Officers, Promoters and Control Persons . . . . . . 17
Security Ownership of Certain Beneficial Owners and Management . . . . . 18
Description of the Securities. . . . . . . . . . . . . . . . . . . . . . 19
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . 21
Disclosure of Commission Position of Indemnification
for Securities Act Liabilities. . . . . . . . . . . . . . . . . . . . . 22
Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . 22
Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . 22
Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . 28
Certain Relationships and Related Transactions . . . . . . . . . . . . . 29
Market for Common Equity and Related Stockholder Matters . . . . . . . . 29
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 30
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Changes in and Disagreements with Accountants Disclosure . . . . . . . . 39
</Page>
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 to office managers. We define "office managers" as those persons
who oversee and/or make service and product purchasing decisions on behalf
of their company. 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.
Our referral services will be the primary value driver of our
business. While we will sell office products as a convenience to our
clients and to build a strong community, we do not anticipate office
product sales to be highly profitable because we will rely on third parties
to provide and distribute the products. Moreover, we do not intend to
significantly markup retail prices because we intend to offer the products
at competitive prices. Similarly, we do not intend to aggressively sell
online advertising and therefore do not expect to generate significant
revenue from online advertisement sales.
Once this offering is completed, we will finish construction of our
website and will develop 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.
6
</Page>
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 August 31, 2001, we have had
no revenues or earnings from operations and have a net
loss of $54,590. As of August 31, 2001, our financial
data is as follows:
<Table>
Total Assets $ 39,220
Total Liabilities $ 500
Net Loss $ 54,590
Shareholder Equity $ 38,720
Net Tangible Book Value $ 38,720
Net Tangible Book Value per Share $ .00
</Table>
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 $54,590 from inception to August 31, 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:
7
</Page>
. 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 expansion;
. develop enhanced services or product lines; or
. respond to competitive pressures.
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 value
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.
8
</Page>
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.
The office products 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 that 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.
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.
Significant doubts about the viability of the internet as a commercial
marketplace could undermine our ability to implement our business model.
Our success depends upon the widespread acceptance of the internet as a
vehicle to purchase services and products. Demand and continued market
acceptance of the e-commerce market is uncertain. We cannot predict the
extent to which customers will shift their purchasing habits from
traditional to online retailers. If customers or service providers are
unwilling to use the internet to conduct business and exchange information,
our business will fail. It is also 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. Concerns over security and privacy may
inhibit also the growth of the internet. Finally, given the number of
internet businesses which have recently ceased or significantly curtailed
operations because of the inability to generate revenue, we may be unable
to raise enough capital from investors and others to develop our business
or commence operations.
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.
9
</Page>
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 business interruption insurance to compensate us for losses that
could occur.
A breach of our online security systems could adversely effect our
operations and revenues. 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, which we may not have, 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 we cannot
afford to put in place proper online security systems, someone may be able
to circumvent the security measures we have. A breach of our security
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.
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.
10
</Page>
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 effect 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 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.
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, if any, website, 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. None of our officers or directors has any significant
experience in the area of information technology.
11
</Page>
Similarly, none of our current officers or directors has any
experience in the field of credit and collections. Our initial President,
Steven Weiss, had extensive experience in this area and we intended to rely
heavily upon his expertise in building and developing our referral network.
Mr. Weiss, however, resigned as an officer and director of Office Managers
in February 2001, leaving us with no in-house expertise.
Due to Mr. Weiss' departure we will be forced to rely upon the
expertise of outside consultants to assist us in building and developing
our referral network and to address credit and collections issues until
such time as revenue justifies the hiring of an in-house credit and
collections professional. We have retained the services of MediaComm
Marketing International to assist us in identifying, contacting and
screening potential service providers for inclusion in our referral
network. MediaComm is a marketing firm and, to our knowledge, has no
credit and collections expertise.
The loss of the services of MediaComm Marketing International could
negatively effect our ability to implement our operations. We have
retained MediaComm Marketing International to provide us with a number of
key services including building and maintaining our website, implementing a
marketing campaign to assist us in developing our referral network,
implementing an online and offline marketing campaign to drive traffic to
our website and providing public relations services. While not
irreplaceable, we certainly would realize a significant delay in
implementing our business model if we were to lose the services of
MediaComm and had to replace them with one or more other firms who could
provide the same or similar services. A delay of this nature could cause
irreparable harm to our ability to go forward.
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.
12
</Page>
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.
<Table>
<Caption>
If Maximum If Minimum
of 6,000,000 If 4,000,000 of 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
</Table>
(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.
13
</Page>
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:
<Table>
<Caption>
If Maximum If 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%
</Table>
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.
14
</Page>
If Maximum Offering of 6,000,000 Sold
<Table>
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
------------------------------------------------------------------------------------
</Table>
If Minimum Offering of 2,000,000 Sold
<Table>
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
------------------------------------------------------------------------------------
</Table>
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 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.
In order to buy units you must complete and execute the subscription
agreement and return it to us at 136 East South Temple, Suite 1600, Salt
Lake City, Utah 84111. Payment of the purchase price must be made by check
payable to the order of "Brighton Bank as Escrow Agent for Office Managers,
Inc." The check may be delivered directly to Brighton Bank at 311 South
State Street, Salt Lake City, Utah 84111, or to us at the abovementioned
address. Any subscription funds we receive will be delivered to Brighton
Bank by no later than Noon of the business day following receipt.
15
</Page>
We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately to the subscriber, without
interest or deductions. Subscriptions for securities will be accepted or
rejected within 48 hours after we receive them.
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.
<Table>
<Caption>
----------------------------------------------------------------------
Term Served as Positions
Name Age Director/Officer with the Company
----------------------------------------------------------------------
John M.Hickey 59 January 2001 President
September 2000 Director
----------------------------------------------------------------------
John Ray Rask 49 January 2001 Secretary/Treasurer
September 2000 Director
----------------------------------------------------------------------
Charles Smith 61 February 2001 Director
----------------------------------------------------------------------
Wilf Blum 48 February 2001 Director
----------------------------------------------------------------------
Alfred McLaughlin 55 February 2001 Director
----------------------------------------------------------------------
</Table>
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 company engaged in the acquisition of interests in
gas and oil properties. According to the Form 10-KSB filed by Ambra
Resources in April 2001, Ambra Resources had total assets of $2,005,083 and
revenue of $28,350 for the year ended June 30, 2001. From inception in
January 1984 to June 30, 2001, Ambra reported a cumulative net loss of
$5,124,710. Ambra currently has three full time employees. 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.
16
</Page>
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 1996, 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.
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 Straight. 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.
<Table>
<Caption>
Amount of % of Class % of Class
Beneficial Before 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
17
</Page>
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
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%
---------------------------------------------------------------------------
</Table>
* 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.
18
</Page>
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.
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.
We will furnish annual reports to our shareholders which will include
financial statements and other interim reports as we deem appropriate.
Description of Warrants. The Company currently has no issued or
outstanding warrants. As part of this offering, each unit sold will
contain an "A" warrant and a "B" warrant. 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 Warrants will be
immediately exercisable. 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 thirty 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.
19
</Page>
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.
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.
20
</Page>
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.
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.
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.
Our Strategy
We intend to create a website devoted to office managers. We define
"office managers" as those persons who make and/or oversee service and
product purchasing decisions on behalf of their company. 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.
21
</Page>
Given the in-house resources of larger companies, we anticipate the
primary market for our service and product offerings will be small
companies those with 1 to 99 employees.
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 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 seek to
eliminate this problem.
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' experiences
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, we retained the services of
MediaComm Marketing International. MediaComm has over 20 years experience
in designing and implementing advertising campaigns. Upon completion of
this offering, we will provide MediaComm with specific criteria for the
service providers we want to include in our referral network. Based on
those criteria, MediaComm will identify, contact and screen potential
service providers. Following screening by MediaComm, our management will
interview potential candidates and decide which, if any, shall be included
in the network. MediaComm will also 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
22
</Page>
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.
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
-------------------------------
As a service to our target market, we will sell certain office
products on our website. 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.
23
</Page>
Content
-------
Not unlike other sites on the internet, visitors to our site will have
access to 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.
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 providing services, not
advertising and we do not intend to aggressively pursue the ad sales.
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 for the office management
community.
. Providing superior customer value through a combination of 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,
MediaComm will help us develop and implement an extensive marketing
campaign focused on contacting office managers, service providers and
product suppliers. This campaign is expected to occur following the
completion of this offering 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.
24
</Page>
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.
Our offline advertising campaign will initially be focused 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, it will, under our
direction, 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 conferences for credit, collections
and financing professionals, internet-related business-to-business trade
shows and offline office supply 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 assist us in designing and constructing our website.
MediaComm will also provide ongoing maintenance. We have asked MediaComm
to primarily rely upon commercially available licensed technologies in
building our website. 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.
25
</Page>
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.
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.
26
</Page>
Competition
While we are not familiar with any other competitor who is offering
exactly the same mix of services and products as us, we believe that we
will be competing in several highly competitive industries and that our
principal competitors in these industries have substantially more
financial, operating and other resources available to them than we do. For
instance, we are aware that there are a number of established referral
services with whom we will compete for customers. We believe our primary
competitors in this area include a number of established privately and
publicly operated attorney referral services. Similarly, there are many
regionally based credit and collections agencies which can provide
referrals within their geographic region. We also are aware that there are
a growing number of credit and collections agencies who specialize in
providing services to a single market segment, such as to medical
professionals with whom we will compete for customers. Many of these
agencies have been in operation for many years, have strong reputations,
substantial client bases and significantly greater assets than we do.
We are also offering office products to our target market primarily as
a convenience and to help build a strong community among our users. While
we do not envision our online product sales as a primary value driver of
our business model, to the extent we engage in selling office products, we
will be competing in a highly competitive industry dominated by such
industry giants as Staples, Office Depot, and Office Max. Clearly, we
cannot compete directly with these competitors given their significantly
greater financial, marketing, technical and other resources and their
established reputations in the industry. Moreover, these competitors enjoy
economies of scale we could never hope to enjoy.
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 in May 2001, we have retained MediaComm Marketing
International to provide us services for a term of two years. The Company
hired MediaComm based largely on the recommendations of Mr. Hickey and Mr.
Blum, both of whom have prior business relations with MediaComm through
Ambra Resources and Bluestone, Inc., respectively. MediaComm has been
providing marketing and investor relations services to Ambra Resources for
five years. We retained MediaComm to provide a number of services
including developing a direct contact program focused on retaining credit
and collections professionals to participate in our referral network,
creating an advertising campaign to drive traffic to our website, handling
public relations matters and constructing and maintaining our website.
Pursuant to our agreement, MediaComm was to begin providing services
in June 2001. Given our current lack of capitalization, at our request
MediaComm has verbally agreed to defer the commencement of its services
until the conclusion of this offering. MediaComm will be paid a fee of
$1,000 per month for its services and will be reimbursed for all expenses.
To date, MediaComm has performed no services for us and we have paid them
no money.
27
</Page>
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 we will need to
engage 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 will undertake these
activities upon completion of this offering.
The primary value driver of our business model will be the referral
fees we collect from referrals to collections professionals. We do not
anticipate product sales to be a significant source of income given that we
will rely primarily on third parties to provide and distribute these
products. Moreover, we will not significantly mark up product prices as we
intend to sell the products at competitive prices. Assuming we can
generate sufficient traffic to our website, we may also realize revenue
from sales of advertising. We do not anticipate advertising sales to
generate significant revenue because we do not intend to vigorously pursue
advertising sales.
As we have not yet developed our referral network, 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 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.
28
</Page>
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.
<Table>
<Caption>
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
</Table>
* 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 a partially constructed website which is
currently non-operational. The domain name and website were valued at
$25,000, which was the price Ambra Resources paid to acquire the domain
name and website from an unrelated third party.
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.
29
</Page>
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.
30
</Page>
FINANCIAL STATEMENTS
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 December 31, 2000, and the related
statements of operations, stockholders' equity, and cash flows for the
period September 19, 2000 to December 31, 2000 and the period September
19, 2000 (date of inception) to December 31, 2000. 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
December 31, 2000, and the results of operations and cash flows for the
period September 19, 2000 (date of inception) to December 31, 2000 in
conformity with generally accepted accounting principles.
Salt Lake City, Utah
June 6, 2001
/s/Andersen Andersen & Strong, L.C.
-----------------------------------
31
</Page>
The accompanying balance sheets of Office Manager, Inc., (a
development stage company) at August 31, 2001, and the related statements
of operations, statement of changes in stockholders' equity, and cash flows
for the eight months ended August 31, 2001, and the period September 19,
2000 (date of inception) to August 31, 2001, have been prepared by the
Company's management and they do not include all information and notes to
the financial statements necessary for a complete presentation of the
financial position, results of operations, cash flows, and stockholders'
equity in conformity with accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations
and financial position have been included and all such adjustments are of a
normal recurring nature.
Operating results for the eight months ended August 31, 2001 are
not necessarily indicative of the results that can be expected for the year
ending December 31, 2001.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
32
</Page>
OFFICE MANAGERS, INC.
( Development Stage Company)
BALANCE SHEETS
August 31, 2001 and December 31, 2000
===========================================================================
<Table>
<Caption>
(Unaudited)
Aug 31, Dec 31,
2001 2000
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 39,220 $ 43,800
----------- -----------
Total Current Assets $ 39,220 $ 43,800
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $500 $ -
----------- -----------
Total Current Liabilities 500 -
----------- -----------
STOCKHOLDERS' EQUITY
Common stock
50,000,000 shares authorized, at $0.001
par value;
29,500,000 shares issued and
outstanding on August 31, 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 (54,590) (47,010)
----------- -----------
Total Stockholders' Equity 38,720 43,800
----------- -----------
$ 39,220 $ 43,800
=========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
33
</Page>
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Eight Months Ended August 31, 2001 and the Period
September 19, 2000 to December 31, 2000 and the Period
September 19, 2000 (Date of Inception) to August 31, 2001
==========================================================================
<Table>
<Caption>
(Unaudited)
Sept
(Unaudited) 19, 2000
Aug 31, Dec 31, to Aug
2001 2000 31, 2001
----------- ----------- -----------
REVENUES $ - $ - $ -
EXPENSES
Administrative 7,580 22,010 29,590
Development of web site
- preliminary project stage - 25,000 25,000
----------- ----------- -----------
7,580 47,010 54,590
----------- ----------- -----------
NET LOSS $ (7,580) $ (47,010) $ (54,590)
=========== =========== ===========
NET LOSS PER COMMON SHARE
Basic $ - $ -
----------- -----------
AVERAGE OUTSTANDING SHARES
Basic 29,500,000 13,000,000
----------- -----------
</Table>
The accompanying notes are an integral part of these financial statements
34
</Page>
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period September 19, 2000 (Date of Inception)
to August 31, 2001
==========================================================================
<Table>
<Caption>
Common Stock Capital In
------------------------ Excess of Accumulated
Shares Amount Par 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 eight months ended
August 31, 2001 - - - (7,580)
----------- ----------- ----------- -----------
Balance August
31, 2001 (Unaudited) 29,500,000 $ 29,500 $ 63,810 $ (54,590)
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
35
</Page>
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Eight Months Ended August 31, 2001 and the Period
September 19, 2000 to December 31, 2000 and the Period
September 19, 2000 (Date of Inception) to August 31, 2001
==========================================================================
<Table>
<Caption>
(Unaudited)
Sept 19,
(Unaudited) 2000 to
Aug 30, Dec 31, Aug 31,
2001 2000 2001
----------- ----------- -----------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (7,580) $ (47,010) $ (54,590)
Adjustments to reconcile net
loss to net cash provided by
operating activities
Change in accounts payable 500 - 500
Issuance of capital stock for
web site - 25,000 25,000
----------- ----------- -----------
Net Decrease in Cash From
Operations (7,080) (22,010) (29,090)
----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of
common stock 2,500 65,810 68,310
----------- ----------- -----------
Net Increase (Decrease) in Cash 4,580) 43,800 39,220
Cash at Beginning of Period 43,800 - -
----------- ----------- -----------
Cash at End of Period $ 39,220 $ 43,800 $ 39,220
=========== =========== ===========
NON CASH FLOWS FROM
OPERATING ACTIVITIES
Issuance of 6,000,000 common
shares for web site - 2000 $ 25,000
-----------
</Table>
The accompanying notes are an integral part of these financial statements.
36
</Page>
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 has elected December 31 as its fiscal year
end.
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 professional services and office products over
the internet.
Since its inception the Company has completed private placement offerings
of 23,500,000 common shares for $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 August 31, 2001, the Company had a net operating loss carry forward
of $54,590. The tax benefit of approximately $16,377 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 Net Income (Loss) Per Share
---------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding.
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.
37
</Page>
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.
RELATED PARTY TRANSACTIONS
Related parties have acquired 51 % of the common stock issued.
38
</Page>
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.
39
</Page>
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.
40
</Page>
(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.
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.
<Table>
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
</Table>
* 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.
41
</Page>
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.
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.
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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
<Table>
<Caption>
SEC Exhibit
Reference No. Document Location
--------- ------- ----------------------------------------- ------------
<C
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 As filed
4 4.02 Specimen Redeemable "A" Warrant As filed
4 4.03 Specimen Redeemable "B" Warrant As filed
5 5.01 Opinion on Legality As Filed
10 10.01 Services Agreement with MediaComm As filed
Marketing International, Inc.
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10 10.02 Fund Impound Agreement As filed
23 23.01 Consent of Accountants Attached
23 23.02 Consent of Counsel As Filed
99 99.01 Specimen Subscription Agreement Attached
</Table>
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
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(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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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 October 30,
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
46
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