AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
March __, 2005
REGISTRATION NO. _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALCITE CORP.
(Name of small business issuer in our charter)
Nevada
(State or other jurisdiction of incorporation or organization)
7389 ----------------------------------
(Primary standard industrial (I.R.S. Employer Identification No.)
classification code number)
32 Gainsborough Drive S.W.
Calgary, Alberta T3E 4W7
Phone Number 403.249.9484
(Address and telephone of principal executive offices)
Michael J. Morrison, Chtd.
1495 Ridgeview Drive, Suite 220
Reno, NV 89509
Telephone 775.827.6300
(Name, address and telephone of agent for service)
Approximate date of commencement of proposed
sale to the public: As soon as practicable after the
effective date of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE (1)
1
Title of class of Proposed maximum Amount of
securities to be registered aggregate offering price Registration Fee
and number of shares
- ------------------------------------------------------------------------------------------
Common Stock, $0.001 par value per share $380,000.00 $44.73
3,800,000 shares
Total Registration Fee $44.73
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c).
Registrant hereby amends this registration statement on the date or dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933, or until the registration statement shall become
effective on the date as the Commission, acting pursuant to said section 8(a),
may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
commission. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell nor the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which the offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any state.
CALCITE CORP.
3,800,000shares of Common Stock
The registration statement of which this prospectus is a part relates to the
offer and sale of 3,800,000shares of our common stock by the selling security
holders. The fixed price for the offer and sale of the shares shall be $.10
until the shares of common stock becomes quoted on the OTC Bulletin Board or
other specified securities exchange.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS",
AT PAGE 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this preliminary prospectus is March __, 2005.
2
TABLE OF CONTENTS
Page
Front Cover Page of Prospectus 1
Inside Front and Outside Back Cover Pages of Prospectus 2
Summary Information 5
Prospectus Summary 5
The Offering 5
Financial Summary Information 5
Risk Factors 6
Risks Related to Our Company and Proposed Business 6
Our Status As A Development Stage Company With, Minimal Assets,
And Nominal Revenues Subjects Your Investment To A High
Degree Of Risk Because We Have A Limited History Of
Operations
We May Have Substantial Near-Term Capital Needs And No Source
Of Additional Funding, So We May Not Be Able To Operate
Past The Initial 12 Months Of Operations
We Have Substantial Long-Term Capital Needs And No Source Of
Additional Funding
We Have A Poor Financial Condition And May Be Unable To
Adequately Develop Our Business Or Earn A Profit
Our Management Will Devote Limited Attention To Our Business
Operations And This May Limit The Development Of Our
Business
We Have Little Managerial Expertise In The Development Or
Dissemination Of Energy Information And This May Cause Our
Business To Suffer
Our Lack Of Substantial Revenues And Profits, Combined With Our
Losses, Make It Difficult For Us To Succeed As A Business.
We May Fail To Fully Develop Our Business
There Is No Public Market For Our Common Stock And You May Be
Unable To Sell Your Shares.
If We Are Unable To Attract And Retain Qualified Personnel With
Energy-Related Experience
If The Securities Do Not Meet Blue Sky Resale Requirements, You
May Be Unable To Resell Your Securities.
Voting Control Of Our Company Is Held One Shareholder And Other
Shareholders Will Have Little Or No Ability To Affect
Control Of The Company.
Risks Related To Our Operations 7
Our Auditor Has Expressed Substantial Doubt About Our Ability
To Continue As A Going Concern
We Depend On Our Management And, If We Lose Their Services, Our
Ability To Manage The Day-To-Day Aspects Of Our Business
Will Be Weakened
The Operation, Administration, Maintenance And Repair Of Our
Systems Are Subject To Risks That Could Lead To Disruptions
In Our Services And The Failure Of Our Systems To Operate
As Intended For Their Full Design Life
The Failure Of Our Business And Operations Support Systems To
Perform As We Expect Could Impair Our Ability To Retain
Customers And Obtain New Customers, Or Provision Their
Services, Or Result In Increased Capital Expenditures
Intellectual Property And Proprietary Rights Of Others Could
Prevent Us From Using Necessary Technology.
Risks Related to Competition and Our Industry 8
Technological Advances And Regulatory Changes May Erode
Revenues Which Could Be Derived From Internet Operations,
Which Could Increase Competition And Put Downward Pressure
On Prices For Our Proposed Services.
Many Of Our Competitors And Potential Competitors Have Superior
Resources, Which Could Place Us At A Cost And Price
Disadvantage.
We Depend On Third Parties For Many Functions. If The Services
Of Those Third Parties Become Unavailable To Us, We May Not
Be Able To Conduct Our Business
Our Inability To Raise Additional Capital May Result In Our
Business Failing And The Loss Of Your Entire Investment.
Protection Of The Company's Intellectual Property Is Limited
Penny Stock Regulations May Limit The Potential Purchasers Of
Our Stock In Any Market That May Develop.
Use of Proceeds 8
Determination of Offering Price 8
Dilution 9
Selling Security Holders 9
Plan of Distribution 11
Legal Proceedings 12
Directors, Executive Officers, Promoters and Control Management 12
Security Ownership of Certain Beneficial Owners and Management 13
Description of Securities 14
Common Stock 14
Shares Eligible for Future Sale 14
3
Interest of Named Experts and Counsel 15
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 15
Description of Business 16
Management's Discussion and Analysis or Plan of Operation 20
Description of Property 21
Certain Relationships and Related Transactions 21
Market for Common Equity and Related Stockholder Matters 21
Executive Compensation 22
Financial Statements 22
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 33
Indemnification 33
Other Expenses of Issuance and Distribution 33
Recent Sales of Unregistered Securities 33
Undertakings 35
Signatures 35
Exhibits 35
4
SUMMARY INFORMATION
PROSPECTUS SUMMARY
You should read carefully all information in the prospectus including its
detailed information and the financial statements and their explanatory notes
before making an investment decision.
Our Company is in the development stage and we have not produced any revenues.
Our Company is not a blank check company, as that term is defined under Rule 419
of Regulation C, and does not intend to merge or acquire another company in the
foreseeable future.
THE OFFERING
Securities Offered 3,800,000shares of Common Stock.
Offering Price Per Share $.10. The fixed price for the offer and sale
of the shares shall be $0.10 per share until the
shares of common stock becomes quoted on the OTC
Bulletin Board or other specified securities
exchange.
Offering The Shares are being offered by the
selling securities holders.
Proceeds The Company will receive no proceeds
from this offering.
Number of Shares Before the Offering: 15,800,000 Shares of Common
Outstanding Stock. After the Offering: 15,800,000
Shares of Common Stock
FINANCIAL SUMMARY INFORMATION
Because this is only a financial summary, it does not contain all the financial
information that may be important to you. You should also read carefully all the
information in this prospectus, including the financial statements included in
this prospectus and their explanatory notes.
Balance Sheet Data: 10/31/04
- ------------------- ----------
CASH $ 234
ACCOUNTS RECEIVABLE $ 0
TOTAL CURRENT ASSETS $ 234
TOTAL LIABILITIES $ 23,125
STOCKHOLDERS'EQUITY $(22,891)
(Deficit)
RISK FACTORS
Our forward-looking statements are subject to a variety of factors that could
cause actual results to differ significantly from current beliefs and
expectations The operation and results of our business are subject to risks and
all of the material risks are set forth in this section, as follows:
RISKS RELATED TO OUR COMPANY AND PROPOSED BUSINESS
Our Status as a Development Stage Company with, Minimal Assets, and No Revenues
Subjects Your Investment to a High Degree of Risk Because We Have A Limited
History of Operations, May Fail in Our Business, Cease Operations and You May
5
Lose Your Entire Investment.
We only recently started our business operations, have extremely limited
financial resources and no revenues . We cannot assure that we will ever
generate sufficient revenues to develop successful operations, or make a profit.
We have a limited operating history for investors to evaluate our business
strategy. We will, in all likelihood, sustain operating expenses without
corresponding revenues. This may result in our incurring an initial net
operating loss until we either generate revenues sufficient to sustain
operations, of which there can be no assurance, or we complete future financing,
of which there can be no assurance. There is no assurance that our Company will
ever produce significant revenues or profits in the near future, or at all. As a
result of our limited operating history, we have limited insight into trends
that may emerge and affect our business. You must consider the risks and
difficulties frequently encountered by development stage companies. Therefore,
your investment is at high risk because we may fail in our business, cease
operation and you may lose your entire investment.
We Have Substantial Near-Term Capital Needs and No Source of Additional Funding,
So We May Not Be Able to Operate and We May Never Commence Operations and You
May Lose Your Entire Investment.
We currently have no source of funds, and have only raised cash through
investment funding, to date, in the amount of $38,000. We expect to sustain our
operations with investment funds which we intend to raise and sales revenues,
assuming we are able to commence operations. We anticipate we will require
$60,000 to operate for a period of approximately 12 months. However, depending
on the development and activities of our business, and unforeseen and
unanticipated events in our business, we may require additional funding in
excess of $60,000 over the next 12 months to develop our business. We currently
need immediate additional funding. Our capital requirements will depend on many
factors including, but not limited to, the timing of further development of our
business. If adequate funds are not available, as and when needed, we may be
required to curtail operations or obtain funds by entering into collaboration
agreements on unattractive terms. Our inability to raise capital could impair
the technical and presentational aspects of our business and our marketing
abilities. In fact, if we do not obtain the necessary funding, we may be forced
to cease operations. If our business is not successful, we may fail, cease
operations and you may lose your entire investment.
We Have Substantial Long-Term Capital Needs and No Source of Additional Funding,
So We May Not Be Able To Operate Past the Initial 12 Months of Operations.
We anticipate we may need substantial additional financing, in amounts not yet
known or determined by us, in the next 12-24 months to further develop our
business and services and to market our proposed products. The level of
expenditures required for these activities will depend in part on whether we
develop and market our products independently or with other companies through
collaborative arrangements. At this time, we have no known source and have not
inquired into sources for collaborative arrangements. If adequate funds are not
available, we may be unable to develop our operations to a sufficient level to
generate revenues or become profitable.
We Have a Poor Financial Condition and May be Unable to Adequately Develop our
Business or Earn a Profit, So We May Fail and You May Lose Your Entire
Investment.
Because we have a very limited operating history, minimal assets, and no
revenues, an investor cannot determine if we will ever be profitable. We will
likely experience financial difficulties during our operational development and
beyond. We may be unable to operate profitably, even if we develop operations
and generate revenues. We plan to generate revenues from selling our products to
third parties, but there can be no assurance that we will be successful in our
plan of operations or generate a profit, or if our revenues will exceed our
costs. Our poor financial condition could adversely affect our ability to
provide our proposed products. If our business is not successful, we may fail,
cease operations and you may lose your entire investment.
Our Management Will Devote Limited Attention to Our Business Operations and this
May Limit the Development of Our Business And We May Fail in Our Business, Cease
Operations and You May Lose Your Entire Investment.
Since we do not have sufficient cash available to pay our management for their
services, our management personnel will all be devoting their efforts to other
businesses and will only devote ten hours each per week of their time to our
Company's business, for a total of twenty hours per week. This lack of full-time
attention from our management could result in our business not developing as
well or as fast as it otherwise could, or it may result in the failure of our
business and the loss of your entire investment.
We Have Little Managerial Expertise in the Marketing of Water Softeners and This
May Cause Our Business to Suffer And We May Fail in Our Business, Cease
Operations and You May Lose Your Entire Investment.
Because our management has little experience in marketing water softeners, our
abilities in this area may be limited and our business may suffer. Even if our
management develops a sufficient level of marketing experience, it may be unable
to particularize or adapt it to the needs of our potential customers or the
marketplace for our proposed products. If our management is unable to develop or
gain the necessary expertise to operate our business, we may fail in our
business, cease operations and you may lose your entire investment.
Our Lack of Any Revenues and Profits, Combined With Our Losses, Make it
Difficult for Us to Succeed as a Business. We May Fail to Fully Develop Our
Proposed Products and May Fail in Our Business, Cease Operations and You May
Lose Your Entire Investment.
We have no revenues and limited anticipated revenue sources, yet we have
significant costs and losses. Our products have not yet been marketed, but we
continue to refine and develop them. We cannot assure you that we will obtain
the necessary working capital or expertise to fully develop our proposed
products. Thus, we may fail in our business, cease operations and you may lose
your entire investment.
6
There is No Public Market for Our Common Stock and You May be Unable to Sell
Your Shares.
There is no established public trading market or market maker for our
securities. There can be no assurance that a market for our common stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our securities you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.
If We Are Unable To Attract and Retain Qualified Personnel with Energy-Related
Experience, Our Business Could Suffer, and You Could Lose Your Entire
Investment.
Our current and future success depends on our ability to identify, attract,
hire, train, retain and motivate highly skilled technical, managerial, sales and
marketing, customer service and professional personnel with water softener
experience. We may be unable to successfully attract, assimilate or retain
sufficiently qualified personnel. If we fail to retain and attract the necessary
managerial, sales and marketing, technical and customer service personnel, we
may not develop a sufficient customer base to adequately fund our operations and
our business could fail, and you would lose your entire investment.
If the Securities Do Not Meet Blue Sky Resale Requirements, You May Be Unable to
Resell Your Securities.
The securities offered by this prospectus must meet the Blue Sky resale
requirements, which are state securities laws, rules and regulations regarding
the purchase and sale of securities in the states in which the proposed
purchasers reside. If we fail to meet these qualifications, you may not be able
to sell your securities without compliance with the Blue Sky laws and the
securities may be of little or no value to you. Since we have extremely limited
capital, we may not be able to afford the expenses necessary to meet Blue Sky
requirements. We currently intend to meet Blue Sky Requirements in the state of
Texas and we are estimating $1,000 in expenses to meet these requirements.
Voting Control Of Our Company Is Held One Shareholder And Other Shareholders
Will Have Little Or No Ability To Affect Control Of The Company.
Mr. Denischuk, our Controlling Shareholder, owns 76% of the total issued and
outstanding shares of our stock and has virtually total control over all
decisions, so you will have little or no ability to control the Company or our
business.
Because Mr. Denischuk has such a large stock ownership position in our company,
you, as a shareholder, have very little ability to exercise any control over the
Company or its operations. The vast majority of decisions in the Company are
decided by majority control, which is firmly held by Mr. Denischuk and your vote
of your shares will have little or no impact on the action by shareholders.
Risks Related to Our Operations
Our Auditor Has Expressed Substantial Doubt About Our Ability To Continue As a
Going Concern and If We Fail To Produce Revenues, We May Fail in Our Business,
Cease Operations, and You May Lose Your Entire Investment.
Our independent auditor has reviewed our financial data and information and
rendered an opinion that he has substantial doubt about our ability to develop
our business and become successful because we have limited financial resources.
If we fail, you may lose your entire investment.
We Depend On Our Management And, If We Lose Their Services, Our Ability To
Manage The Day-To-Day Aspects Of Our Business Will Be Weakened. We May Not Be
Able To Hire And Retain Qualified Personnel, Which Could Adversely Affect Our
Operating Results. Thus, We May Fail In Our Business, Cease Operations, And You
May Lose Your Entire Investment.
We are highly dependent on the services of our management, Mssrs. Denischuk,
Taylor and Milne. The loss of the services of these three members could cause us
to make less successful strategic decisions, which could hinder the introduction
of new services or make us less prepared for technological or marketing
problems, which could reduce our ability to serve our customers or lower the
quality of our services.
We believe that a critical component for our success will be the attraction and
retention of qualified, professional technical and sales personnel. We may not
be able to attract, develop, motivate and retain experienced and innovative
personnel. If we fail to do so, there will be an adverse effect on our ability
to generate revenue and operate our business. Thus, we may fail in our business,
cease operations, and you may lose your entire investment.
Intellectual Property And Proprietary Rights Of Others Could Prevent Us From
Using Necessary Technology. If We Are Unable To Use Necessary Technology, This
Could Cause Us To Fail In Our Business, Cease Operations, And You May Lose Your
Entire Investment.
7
While we do not believe that there exists any technology patented by others, or
other intellectual property owned by others, that is necessary for us to market
our proposed products, there can be no assurances in this regard. If there is
intellectual property that is owned by others for we which we have no license,
we would have to negotiate such a license for the use of that property. We may
not be able to negotiate such a license at a price that is acceptable. This
could force us to cease offering products and services incorporating such
property. Thus, we may fail in our business, cease operations, and you may lose
your entire investment.
Risks Related to Competition and Our Industry
Technological Advances And Regulatory Changes May Erode Revenues Which Could Be
Derived From Internet Operations, Which Could Increase Competition And Put
Downward Pressure On Prices For Our Proposed Services.
New technologies and regulatory changes, particularly those relating to water
quality standards, if any, could impair our prospects, put downward pressure on
prices and adversely affect our operating results.
We face potential competition in our market from the incumbent providers of
water softener products. This potential competition places downward pressure on
prices for water softener products, which can adversely affect our operating
results. In addition, we could face competition from other companies we have not
yet identified or which may enter into the market. If we are not able to compete
effectively with these industry participants, our operating results would be
adversely affected.
Many Of Our Competitors And Potential Competitors Have Superior Resources, Which
Could Place Us At A Cost And Price Disadvantage. Thus, We May Never Realize
Revenues Sufficient To Sustain Our Operations And, We May Fail In Our Business,
Cease Operations And You May Lose Your Entire Investment.
Many of our competitors and potential competitors may have significant
competitive advantages, including greater market presence, name recognition and
financial, technological and personnel resources, superior engineering and
marketing capabilities, and significantly larger customer bases. As a result,
some of our competitors and potential competitors can raise capital at a lower
cost than we can, and they may be able to adapt more swiftly to new or emerging
technologies and changes in customer requirements, take advantage of acquisition
and other opportunities more readily, and devote greater resources to the
development, marketing and sale of products and services than we can. Also, our
competitors' and potential competitors' greater brand name recognition may
require us to price our services at lower levels in order to win business. Our
competitors' and potential competitors' financial advantages may give them the
ability to reduce their prices for an extended period of time if they so choose.
Thus, we may never realize revenues sufficient to sustain our operations and, we
may fail in our business, cease operations and you may lose your entire
investment.
We Depend On Third Parties For Many Functions. If The Services Of Those Third
Parties Become Unavailable To Us, We May Not Be Able To Conduct Our Business.
Thus, We May Never Realize Revenues Sufficient To Sustain Our Operations And, We
May Fail In Our Business, Cease Operations And You May Lose Your Entire
Investment.
We depend and will continue to depend upon third parties to:
o install and/or upgrade some of our systems and provide equipment and
maintenance;
o provide internet access for our website and marketing activities. o
We cannot provide any assurances that third parties will perform their
contractual obligations or that they will not be subject to political or
economic events which may have a material adverse effect on their ability to
provide us with necessary services. If they fail to perform their obligations,
or if any of these relationships are terminated and we are unable to reach
suitable alternative arrangements on a timely basis, we may not be able to
conduct our business. Thus, we may never realize revenues sufficient to sustain
our operations and, we may fail in our business, cease operations and you may
lose your entire investment.
Our Inability To Raise Additional Capital May Result In Our Business Failing And
The Loss Of Your Entire Investment.
The Company cannot offer assurances that funds will be raised when we require it
or that the Company will be able to raise funds on suitable terms, as and when
needed. Failure to obtain such financing as and when needed could delay or
prevent the Company's proposed business operations, which could result in the
Company's inability to continue to conduct business, poor financial results and
revenues and poor results of operations. If additional capital is raised through
the sale of additional equity or convertible securities, dilution to the
Company's stockholders is likely to occur.
The Company Has No Intellectual Property.
The Company has not applied for protection of its name as a service mark, or
obtained any website. There is no assurance a service mark will be granted, if
applied for, or, if granted, that the Company will be able to successfully
defend its service mark if contested or infringed upon. We also intend to apply
for a patent for the CalCite product in the U.S., Canada, Europe and Mexico, but
there is no assurance it will be granted in any of those locations, or if
granted, that we will be able to afford to, or successfully defend our patent
against any claimants who may claim that some aspect of our patent application
may infringe on their respective technology and/or patent(s).
8
Penny Stock Regulations May Limit The Potential Purchasers Of Our Stock In Any
Market That May Develop.
Broker-dealer practices in connection with transactions in "PENNY STOCKS" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission (the "SEC" or the "Commission"). Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on NASDAQ provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or trading system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in connection with the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. The Company's securities are presently subject to the penny
stock rules, and, as a result, investors may find it more difficult to sell its
securities.
USE OF PROCEEDS
Not applicable. We will not receive any proceeds from the sale of the securities
by the selling security holders.
DETERMINATION OF OFFERING PRICE
The offering price for the sale of the shares was set arbitrarily and shall be
$.10 per share until the shares of common stock becomes quoted on the OTC
Bulletin Board or other specified securities exchange.
DILUTION
Not applicable. We are not registering any unissued shares in this registration
statement.
SELLING SECURITY HOLDERS
The securities are being sold by the selling security holders named below. The
table indicates that all the securities will be available for resale after the
offering. However, any or all of the securities listed below may be retained by
any of the selling security holders, and therefore, no accurate forecast can be
made as to the number of securities that will be held by the selling security
holders upon termination of this offering. We believe that the selling security
holders listed in the table have sole voting and investment powers with respect
to the securities indicated. We will not receive any proceeds from the sale of
the securities.
Beneficial Beneficial
Ownership Ownership
Maximum Number
Name (1)(3) Before Offering of Shares Being Shares After
Shares Percent Offered Offering (2)
Stark Stacey 1,000 <1% 1,000 0
Warness Stajen 600,000 3.8% 600,000 0
Warness Jadden 180,000 1.1% 180,000 0
Villecourt Denise 500,000 3.2% 500,000 0
Villecourt Rita 1,000 <1% 1,000 0
Lancaster Karen 1,000 <1% 1,000 0
McMahon Maureen 1,000 <1% 1,000 0
Tse Victor 500 <1% 500 0
Hagel Len 1,000 <1% 1,000 0
Villecourt Denis 1,000 <1% 1,000 0
Taylor Anthony A 600 <1% 600 0
Amery Sine 1,100 <1% 1,100 0
Durward Jim 1,000 <1% 1,000 0
Groenveld Jack 1,000 <1% 1,000 0
Adams Steward 1,000 <1% 1,000 0
Gatmi Mike 1,000 <1% 1,000 0
Bryksa Haley 500,800 3.2% 500,800 0
Onulov Ilie 1,000 <1% 1,000 0
Stanford Susan 1,000 <1% 1,000 0
9
Babcook Randy 1,000 <1% 1,000 0
Perkins Michael 1,000 <1% 1,000 0
Salvatore Sam 1,000 <1% 1,000 0
Hermes Capital Investment Ltd. (4) 145,000 <1% 145,000 0
Vlahovic Milic 630,000 4.0% 630,000 0
Whelan Mark 1,000 <1% 1,000 0
Reed Kirk 1,000 <1% 1,000 0
Trethewey Derek 2,000 <1% 2,000 0
Kaerns David 1,000 <1% 1,000 0
Graham Richard 2,500 <1% 2,500 0
Henchall Loesha 550,000 3.5% 550,000 0
Schaper Christa E 1,000 <1% 1,000 0
Goods Bill 5,000 <1% 5,000 0
Farncombe Sheri 1,000 <1% 1,000 0
Wetter Vanessa 1,000 <1% 1,000 0
Gilmour Gordon 1,000 <1% 1,000 0
Sillito Sandi 1,000 <1% 1,000 0
Bucci Joe 1,000 <1% 1,000 0
Parks Blaine K 1,000 <1% 1,000 0
Albery Malcolm 640,000 4.1% 640,000 0
Cozac Darryl 1,000 <1% 1,000 0
Dalla Longa Dan 1,000 <1% 1,000 0
Haigh Jacqueline 1,000 <1% 1,000 0
Hall Graeme 1,000 <1% 1,000 0
Hall Tyler 1,000 <1% 1,000 0
Holt Peter 1,000 <1% 1,000 0
Martens Eric 1,000 <1% 1,000 0
McIntyre Lawrie 1,000 <1% 1,000 0
Rix Gordon 1,000 <1% 1,000 0
Taillieu Mavis 1,000 <1% 1,000 0
Walters George 1,000 <1% 1,000 0
Walters Richard 1,000 <1% 1,000 0
Barber Chris 1,000 <1% 1,000 0
McMaster Joe 1,000 <1% 1,000 0
Nalley Skeete 1,000 <1% 1,000 0
Wattling Vera & Gordon 1,000 <1% 1,000 0
Lunn Geri-Ann 1,000 <1% 1,000 0
Rombs Iona 500 <1% 500 0
Total 3,800,000 3,800,00
(1) None of the selling security holders have, or ever had, any material
relationship with our corporation or any of its predecessors and/or
affiliates. None of the individual shareholders are affiliated,
directly or indirectly, with any of the other shareholders, or with
the corporate shareholders, except as set forth in footnote 4 below.
(2) Assumes the sale of all shares offered by Selling Security Holder.
(3) None of the selling shareholders are broker-dealers or affiliated
with broker-dealers.
(4) Hermes Capital Investment Ltd. - control person is Michael Vlahovic,
who is the Father of Milic Vlahovic, a shareholder;
We intend to seek qualification for sale of the securities only in the States of
Florida and South Carolina, where we are informed and believe securities will be
offered. That qualification is necessary to resell the securities in the public
market and only if the securities are qualified for sale or are exempt from
qualification in those states. There is no assurance that those states will
approve resale of our securities. Selling shareholders are informed, through
this prospectus, that we are seeking qualification for the sale of the
securities in those states. We intend to seek qualification for sale of the
securities in these states only. The Company will pay the selling shareholder's
expenses in this offering. The Selling Shareholders will each enter into a
separate lock-up agreement whereby each Selling Shareholder will agree to not
sell or attempt to sell their respective shares unless and until the shares are
registered or qualified in the States of Florida and South Carolina, or any
other state. In furtherance of this lock-up agreement, each Selling Shareholder
will deliver to Michael J. Morrison, Esq., as Trustee, their respective stock
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certificate(s) representing all of the shares they own and are respectively
having registered under this registration statement, and the certificates will
be held by the Trustee until the shares are registered or qualified in the
States of Florida and South Carolina, or any other state. At that time, the
Trustee will deliver the certificates to the respective Selling Shareholders.
PLAN OF DISTRIBUTION
The fixed price for the offer and sale of the shares shall be $.10 per share
until the shares of common stock become quoted on the OTC Bulletin Board or
other specified securities exchange.
Any of the selling security holders, acting alone or in concert with one
another, may be considered statutory underwriters under the Securities Act of
1933, if they are directly or indirectly conducting an illegal distribution of
the securities on behalf of our corporation. For instance, an illegal
distribution may occur if any of the selling securities holders provide us with
cash proceeds from their sales of the securities. If any of the selling
shareholders are determined to be underwriters, they may be liable for
securities violations in connection with any material misrepresentations or
omissions made in this prospectus.
In addition, the selling security holders and any brokers and dealers through
whom sales of the securities are made may be deemed to be "Underwriters" within
the meaning of the Securities Act, and the commissions or discounts and other
compensation paid to the persons may be regarded as underwriters' compensation.
The selling security holders may pledge all or a portion of the securities owned
as collateral for margin accounts or in loan transactions, and the securities
may be resold pursuant to the terms of the pledges, accounts or loan
transactions. Upon default by the selling security holders, the pledge in the
loan transaction would have the same rights of sale as the selling security
holders under this prospectus. The selling security holders may also transfer
securities owned in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any transfer the transferee would have the same
rights of sale as the selling security holders under this prospectus.
The securities offered by this prospectus may be sold by the selling security
holders or by those to whom the shares are transferred. We are not aware of any
underwriting arrangements that have been entered into by the selling security
holders. The distribution of the securities by the selling security holders may
be effected in one or more transactions that may take place in the
over-the-counter market, assuming a market for our securities exists, including
broker's transactions, privately negotiated transactions or through sales to one
or more dealers acting as principals in the resale of these securities.
In addition to, and without limiting, the foregoing, each of the selling
security holders and any other person participating in a distribution will be
affected by the applicable provisions of the Securities Exchange Act of 1934,
including, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the securities by the selling security holders or
any other person. Furthermore, transferees who replace selling security holders
will need to be named in the prospectus filed as part of a post-effective
amendment to this registration statement before they may accede to the rights of
the named selling security holder.
There can be no assurances that the selling security holders will sell any or
all of the securities. In order to comply with state securities laws, if
applicable, the securities will be sold in jurisdictions only through registered
or licensed brokers or dealers. In various states, the securities may not be
sold unless these securities have been registered or qualified for sale in the
state or an exemption from registration or qualification is available and is
complied with. The Company will pay the selling shareholder's expenses in this
offering, estimated to be $1,000.00. Under applicable rules and regulations of
the Exchange Act, as amended, any person engaged in a distribution of the
securities may not simultaneously engage in market-making activities in these
securities for a period of one to five business days prior to the commencement
of the distribution.
All of the foregoing may affect the marketability of the securities. Pursuant to
the various agreements we have with the selling securities holders, we will pay
all the fees and expenses incident to the registration of the securities, other
than the selling security holders' pro rata share of underwriting discounts and
commissions which is to be paid by the selling security holders.
LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings which involve
CalCite Corp.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
(a) Directors and Officers
The members of the Board of Directors serve until the next annual meeting of the
stockholders, or until their successors have been elected. The officers serve at
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the pleasure of the Board of Directors. There are no agreements for any officer
or director to resign at the request of any other person, and none of the
officers or directors named below is acting on behalf of, or at the direction
of, any other person.
Our officers and directors will devote their time to the business on an
"as-needed" basis. Information as to the directors and executive officers is as
follows:
Name Age Position
Daniel Denischuk
32 Gainsborough Drive S.W. 54 President and Director
Calgary, Alberta T3E 4W7
Lawrence Taylor
10 Point McKay Cr. N.W. 40 Treasurer and Director
Calgary, Alberta T3B 5B4
Thomas Milne
2311 Erlton Pl. S.W.
Calgary, Alberta T2S 2Z3 56 Secretary and Director
Daniel Denischuk has been the President and a Director of the Company since
March 2004. From 1989 to present, he has been self-employed as a financial
planner. Mr.Denischuk received a BA degree in Business Administration from the
Southern Alberta Institute of Business and Technology in 1990.He has also
received Diplomas for completion of courses in Internet Publishing, multi-Media
and E-Commerce, Computer Science, Computer Graphics, Network Technology and
Computer Programming from various colleges and institutes.
Lawrence Taylor has been the Secretary and a Director of the Company since March
2004. From 2000-present, he has served as an independent, self-employed
technical consultant and internet architect, developing websites and related
marketing strategies.
Thomas Milne has been the Secretary and a Director of the Company since March
2004. From September 2002 to present, he has served as a partner in Meyers
Norris Penny/Tamarack Group, a consulting firm providing management consulting
services to mid-market businesses in Alberta, Canada. Representantive clients
are positioned in the light manufacturing, agriculture and oil and gas service
industries. From 2000 to September 2002, he served as CFO and a Director for
China Broadband Corp., a public corporation engaged in providing wireless
internet services in China. From 1999-2000, he served as President of MerBanco
Capital Inc., a Calgary-based merchant banking firm servicing small public and
private companies. Mr. Milne has a degree in Business Administration from Mount
Royal College, in Calgary.
(b) Significant Employees.
Other than the officers of the Company, there are no employees who are expected
to make a significant contribution to our corporation.
(c) Family Relationships.
There are no family relationships among our officers, directors, or persons
nominated for such positions.
(d) Legal Proceedings.
No officer, director, or persons nominated for these positions, and no promoter
or significant employee of our corporation has been involved in legal
proceedings that would be material to an evaluation of our management.
(e) Management Compensation
The Company was charged $12,000 by Mr. Denischuk for consulting fees with
respect to services provided in organizing the corporation. These fees were paid
by the issuance of 12,000,000 common shares of the Company at $0.001 per share.
The officers and directors currently do not receive any form of compensation for
their services to CalCite. However, in the future, if cash flow permits, CalCite
intends to pay competitive compensation to its officers to help ensure a
successful marketing and sales outcome for the Company, of which there can be no
assurance.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known to CalCite Corp. to be a
beneficial owner of five percent (5%) or more of our common stock, as of
February 28, 2005. Each person will have sole voting and investment power with
respect to the shares shown.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Title of Class Name of Owner Shares Beneficially Owned Percentage Ownership
Common Daniel T. Denischuk 12,000,000 76%
All the shares listed above were acquired by Mr. Daniel T. Denischuk in
March 2004 and are restricted pursuant to Rule 144.
SECURITY OWNERSHIP OF MANAGEMENT
Title of Class Name of Owner Shares Beneficially Owned Percentage Ownership
Common Daniel T. Denischuk 12,000,000 76%
Total Shares Held 12,000,000 76%
All the shares listed above were acquired by the holder on April 2, 2004
and are restricted pursuant to Rule 144.
All Officers and Directors as a Group 12,000,000 Direct 76% (Approx.) (1
Individual).
(c) Changes in Control.
There are currently no arrangements, which would result in a change in control
of the Company.
Our principal stockholder, Daniel T. Denischuk, currently, owns approximately
76% of our common stock. Therefore, he will have significant influence over all
matters requiring approval by our stockholders, and will not require the
approval of the minority stockholders in order to take any action. In addition,
Mr. Denischuk will be able to elect all of the members of our Board of
Directors, allowing him to exercise significant control of our affairs and
management. In addition, Mr. Denischuk may affect most corporate matters
requiring stockholder approval by written consent, without a duly-noticed and
duly-held meeting of stockholders. In essence, Mr. Denischuk controls our
Company and your vote is of little importance or consequence.
DESCRIPTION OF SECURITIES
The following description is a summary and you should read the provisions of our
Articles of Incorporation and Bylaws, copies of which have been filed as
exhibits to the registration statement of which this prospectus is a part.
COMMON STOCK
General
We are authorized to issue 75,000,000 shares of common stock, with $0.001 par
value. As of February 28, 2005, there were 15,800,000 common shares issued and
outstanding. The Board of Directors has authority to issue the balance of
59,200,000 shares of our authorized stock without shareholder consent, on terms
and conditions set in the discretion of the Board, which may dilute the value of
your stock. All shares of common stock outstanding are validly issued, fully
paid for and non-assessable.
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Voting Rights
Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the holders of common stock holding, in
the aggregate, more than fifty percent of the total voting rights can elect all
of our directors and, in this event, the holders of the remaining minority
shares will not be able to elect any of the directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to the act or
action, except as otherwise provided by law.
Dividend Policy.
All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares them out of the funds legally
available and subordinate to the rights of the holders of loan or other
financing documents. These dividends may be paid in cash, property or additional
shares of common stock. We have not paid any dividends since our inception and
presently anticipate that all earnings will be retained for development of our
business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Therefore, there can be no assurance that any dividends on the common stock will
be paid in the future.
Miscellaneous Rights and Provisions.
Holders of common stock have no cumulative voting rights, and no preemptive or
other subscription rights, conversion rights, redemption or sinking fund
provisions. In the event of our dissolution, whether voluntary or involuntary,
each share of common stock is entitled to share proportionally in any assets
available for distribution to holders of our equity after satisfaction of all
liabilities and payment of the applicable liquidation preference of any
outstanding loan or financing documents.
Stock Transfer Agent
Upon completion of this offering, we intend to engage an independent stock
transfer agency firm to serve as our registrar and stock transfer agent.
SHARES ELIGIBLE FOR FUTURE SALE.
The 3,800,000 shares of common stock registered in this offering will be freely
tradable without restrictions under the Securities Act. No shares held by our
"affiliates" (officers, directors or 10% shareholders) are being registered
hereunder. The remaining 12,000,000 of our outstanding shares are held by one
(1) affiliate: Mr. Denischuk owns 12,000,000 shares, all of which have been held
for less than one year.
In general, under Rule 144, as currently in effect, any of our affiliates and
any person or persons whose sales are aggregated who has beneficially owned his
or her restricted shares for at least one year, may be entitled to sell in the
open market within any three-month period a number of shares of common stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding any sale. Sales under Rule 144 are also
affected by limitations on manner of sale, notice requirements, and availability
of current public information about us. Non-affiliates who have held their
restricted shares for two years may be entitled to sell their shares under Rule
144 without regard to any of the above limitations, provided they have not been
affiliates for the three months preceding any sale.
The 12,000,000 outstanding restricted securities held by the one affiliate, are
subject to the sale limitations imposed by Rule 144. The availability for sale
of substantial amounts of common stock under Rule 144 could adversely affect
prevailing market prices for our securities.
EXPERTS
ACCOUNTANTS
Our Audited Financial Statements for the period from March 29, 2004 (inception)
to October 31, 2004, have been included in this prospectus in reliance upon of
Amisano Hanson, Chartered Accountants, 750 West Pender Street, Suite 604,
Vancouver, B.C. Canada, V6C 2T7, telephone 604-689-0188, as experts in
accounting and auditing.
LEGAL MATTERS
The law office of Michael J. Morrison, Chtd., 1495 Ridgeview Drive, Suite 220,
Reno, Nevada 89509, telephone 775-827-6300, has passed upon the validity of the
shares offered and certain other legal matters in connection with this
registration statement.
14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the SEC, the indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against the liabilities, other than
the payment by us of expenses incurred or paid by our directors, officers or
controlling persons in the successful defense of any action, suit or
proceedings, is asserted by the director, officer, or controlling person in
connection with any securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
court of appropriate jurisdiction the question whether the indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the issues.
DESCRIPTION OF BUSINESS
CalCite Corp. is a Nevada corporation, which was originally formed on March 29,
2004. The Company was organized to engage in any lawful corporate business. We
have has been in the developmental stage since inception and have a very limited
operating history and no revenues. The Company has a plan of operations, and is
preparing to become operational, but is not yet operating or receiving revenue.
The Company currently has minimal cash for operations.
Mission Statement
The Company plans to market a proprietary water enhancement product, under the
name "Cal Cite" water softener, throughout North America (including Canada, the
US and Mexico). The water softener is a new technology water softening device
using a radio frequency technology for de-ionizing the calcium and magnesium
deposits found in most municipal and rural water systems. The technology uses
radio frequencies to soften the water.
We have developed the product in-house and intend, in the near future, to apply
for a patent for the product with the US patent office in the United States and
with the National patent office in Canada.
Water Softeners
A water softener is an appliance used in areas where there is "hard" water. This
is water with substantial amounts of magnesium, calcium and iron particles
dissolved in it. The minerals in the water can corrode household plumbing and
make the household drinking water undrinkable. A water softener is used to make
the water safer for plumbing and appliances and to make the water's taste more
palatable.
When the water is 'hard', it means that it contains more minerals than ordinary
water. Softening the water involves an "ion exchange' to remove the dissolved
minerals in the water. These are the minerals that are not trapped in
conventional water filtration systems.
There are many kinds of water softeners that use various technologies to
neutralize the positively charged ions from the minerals. Conventional water
softeners use NaCl (salt) pellets that are added to the water; the salt is used
to neutralize the positively charged Magnesium and Calcium ions.
Market Potential
We believe the North American market potential for the Cal Cite water softener
is significant. Within the North American market there are over 200 million
households. Additionally, there are the commercial and institutional sectors
that make up over 75 million offices and other places of work.
The water softener market includes both new customers and those that need to
purchase a replacement model. It is in the latter market where the company
expects to see the immediate short term growth as the benefits of the new
technology will be evident to those using the more conventional systems. The
Company expects that the main incentive for these consumers will be economic.
With the new customer market segment, the attraction will be the health and
safety benefits as well as the economic.
Marketing Approach
Our current proposed marketing approach is to sell the water softeners through
retail stores and consumer trade fairs. The Company intends to follow this
approach and to take it one step further by also concentrating on the
commercial, industrial and institutional markets.
15
With the business market, a business to business direct sales approach will be
undertaken. A network of sales people is currently being developed on a pilot
basis in the western United States and Canada to concentrate on the residential
and business markets.
Additionally, the Company intends to establish and maintain a web site to keep
customers informed about its products and its uses.
The Technology
The Cal Cite water softener is a healthy alternative to conventional water
softeners. It uses no chemicals or salts to soften the water.
The new Cal Cite water softener technology consists of a fully computerized unit
with microchip technology. Like a conventional water softener, it prevents lime
scale build up in the plumbing system while, at the same time, de-scaling the
plumbing and appliances.
Unlike existing water softeners and detergents, the Cal Cite water softener does
not require constant application. Once the unit is turned on, the user will not
have to add any products or manage the unit. It is maintenance-free.
This new technology, we believe, also requires less detergent for laundry and
less soap for bathing. The long-term costs of both softeners and detergents can
be substantial, depending on the condition of the water source. With the Cal
Cite product, the customer pays a modest price for the unit, and the product is
guaranteed by us to last at least 10 years. We have not yet set the sale price
for the unit. The Company also intends to offer a 100 day-no-questions-asked
guarantee on the product.
The benefits of a water softener
As consumers become more aware of the health and safety benefits of water
softeners, use will become more widespread in the residential and commercial
sectors.
The benefits of water softener use are many, including:
o Less use of laundry soft
o Less calcium built up in household appliances (coffee makers, irons,
washing machines etc)
o Less corrosion of household plumbing
o Softer skin after bathing and showering
o More palatable drinking water.
BUSINESS DEVELOPMENT
We were incorporated in the State of Nevada on March 29, 2004, for the purpose
of engaging in any lawful activity.
PRINCIPAL PRODUCTS AND SERVICES
We intend to market the Cal Cite product , which we developed in-house and
intend to have it manufactured by an independent third party. We have not yet
identified the manufacturing company and have no arrangements or agreements with
any party relating to the manufacturing of the product. Our cost for producing
the product in-house is US$28.00 per unit, which includes $9.00 for the
manufacturing of the circuit board for the product, which will be manufactured
by an independent third-party electronics company, of which there are many
capable of producing the board. We anticipate the cost for an independent third
- -party manufacturer to produce the finished product, including the circuit
board, will be less than $28.00 per unit, based upon what we believe will result
from economies of scale.
We intend to establish a website to provide information and services in the
areas of water softening and related issues.
The proposed website is planned to provide interested parties services,
information and resources dealing with water softening information. Through our
proposed website, we intend to provide information on water softening and
related informational issues. In addition, we intend to provide links to other
water-related articles and resources of interest. We also intend to market and
sell our product through the proposed website.
We intend to have consumers pay for our products by debit or credit card or
purchased by cashier's check or money order.
We plan to process most orders online by online credit card or cybercash
systems. We currently are developing the ability to process online orders. In
addition, we have researched the needs of our planned website functions and the
fees associated with the services needed to fulfill those needs.
16
Our website content is planned to consist of information relating to the water
softening industry, in particular content dealing with water quality and related
issues. More expansive information may be developed and offered in the future.
DISTRIBUTION
We plan to market our proposed products and deliver our services through our
proposed website and conventional water product outlets. As of the date of this
prospectus, we have identified an Internet service provider and a web site
developer, which will be necessary to execute our plan of business. We plan to
establish our market through email advertising and through sub-licensing the
marketing and distribution our proposed products on a geographic basis. We have
not yet contacted or entered into any discussions relating the any sub-licenses
and have not yet identified any parties to whom we may sub-license any marketing
or distribution rights. We have not conducted any market testing to determine
the size of the market for our proposed products and services.
NEW PRODUCTS OR SERVICES.
Other than the product and services described in this prospectus, we currently
have no new products or services announced or planned to be announced to the
public.
Competitive Business Conditions
We will face competition from all aspects of the emerging water
softening-related business and industry. We will compete with companies that
have superior experience and/or services which they now, or may, in the future,
offer to their potential or existing customers. Many of these companies have
other sources of revenues. In addition, these companies may have better
marketing and distribution channels. There can be no assurance that we will be
able to compete effectively in this highly competitive industry, which could
have a material adverse impact upon market acceptance of our proposed business.
Our main, existing and potential competitors for our proposed business are any
business in the water softening business. Some of the primary service and
information providers and competitors are Calgon and Sears.
OUR COMPETITIVE POSITION
We believe competition takes place on many levels, including pricing,
convenience in obtaining information, specialization, and breadth of products
and services offered. We also intend to serve as a site for water softening and
product information on the Internet, and provide what we believe is an unbiased
comprehensive information source, as well as marketplace and facilitator for
water softening-related information.
Our objective is to provide a service on our proposed website that helps the
consumer cut through the often perceived clutter, confusion and noise of the
marketplace and help them make an informed decision regarding whether the
products and services offered are appropriate for them.
Within the industry, we intend to attempt to brand our proposed website as the
consumer's partner in his or her search for the most reliable water softening
products and information source. We will attempt to provide the consumers with a
one-stop shopping destination where they can access information and decision
support tools, such as any related news on topics relating to water softening.
However, we have no assurance we will be successful in differentiating ourselves
from our competitors, or that we will be successful in providing acceptable
products, services or competing in the marketplace for our proposed products and
services. We plan to use the internet to advertise our proposed products and
services, by paying other websites to place a link to our website on their
website. We anticipate the cost of this form of advertising will cost
approximately $2,000 per month over the next 12 months (total of $24,000.00).
By offering a specialized water softening information, we will be targeting
those consumers who are looking to obtain specialized information.
We expect that our operations will depend on a number of third parties over
which we will have limited control. Specifically, we do not plan to own an
Internet gateway, but instead we will rely on a third-party, independent and
unrelated Internet Service Provider to host our proposed website. We may
experience interruptions in our proposed website connection and our
telecommunications access due to our reliance upon third parties. This could
result in loss of business and revenues. We anticipate that we will use software
that is dependent on an operating system, database and server software developed
and produced by and licensed by independent third parties. We may discover
errors and defects in this third party software and rely on the third parties to
correct these errors and defects in a timely manner. Accordingly, continuous or
prolonged interruptions in our proposed website connection or in our
telecommunications access would have an adverse effect upon consumer perception
of our ability to provide information in a timely and efficient manner.
17
We may be required to expend significant capital and other resources to protect
against security breaches or to alleviate problems caused by breaches. Concerns
over the security of Internet transactions and the privacy of users may also
inhibit the growth of the Internet generally, and the World Wide Web in
particular, especially as a means of conducting commercial transactions. To the
extent that our future activities or those of third party contractors whom we
may use involve the storage and transmission of proprietary information, such as
energy information and data and credit card numbers, security breaches could
expose us to a risk of loss or litigation. There can be no assurance that we
will be able to implement security measures that will prevent security breaches.
SOURCES AND AVAILABILITY OF RAW MATERIALS
As of the date of this prospectus, we have no requirement for raw materials in
our business.
CUSTOMER BASE
As of the date of this prospectus, the Company has received no revenues. We do
not anticipate we will depend on one or a few major customers. There can be no
assurance that this assumption is correct.
Our intended principal market of customers is expected to be the people who are
aware of the problem with water hardness problems. We intend to target this
market using internet advertising and promotion of our proposed website through
links on other water- related websites, which we currently anticipate will cost
us approximately $24,000 over the next 12 months. Although we cannot clearly
determine or identify those who may see our marketing efforts or seek our
proposed services or products, we believe that persons visiting these websites
could be included in our target market. We do not feel that the costs to
advertise and market through the internet is a barrier to our entry. We have not
performed any marketing studies to assess whether a potential market exists for
our proposed services and products, but we believe that there is such a market
based on the existence of other web-based data banks and the number of articles
about water softening information. We do not intend to perform any marketing
studies prior to beginning operations. Based on the costs of similar services,
we believe we can sustain a market for our proposed services and product.
INTELLECTUAL PROPERTY
We have no intellectual property other than our proprietary water technology.
GOVERNMENTAL REGULATION ISSUES
We are not now affected by direct government regulation. Based on our research,
we do not believe the products and services we intend to offer require approval
from state or federal agencies. However, we are affected by laws, rules and
regulations directly applicable to access to or commerce on the Internet
generally. However, due to increasing usage of the Internet, a number of laws
and regulations may be adopted relating to the Internet, covering user privacy,
pricing, and characteristics and quality of products and services. Furthermore,
the growth and development for Internet commerce may prompt more stringent
consumer protection laws imposing additional burdens on those companies
conducting business over the Internet. The adoption of any additional laws or
regulations may decrease the growth of the Internet, which, in turn, could
decrease the demand for Internet services and increase the cost of doing
business on the Internet. These factors may have an adverse effect on our
business, results of operations and financial condition.
Moreover, the interpretation of sales tax, libel and personal privacy laws
applied to Internet commerce is uncertain and unresolved. We may be required to
qualify to do business as a foreign corporation in each state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are required to do so could subject us to taxes and penalties. Any existing
or new legislation or regulation, including state sales tax, or the application
of laws or regulations from jurisdictions whose laws do not currently apply to
our business, could have a material adverse effect on our business, results of
operations and financial condition.
RESEARCH AND DEVELOPMENT
To date, we have engaged in research and development, including design and
testing, to develop the Cal Cite water softener product. We intend to have a
third-party manufacture the product for marketing and sale by us.
ENVIRONMENTAL LAW COMPLIANCE
To the extent which environmental compliance may be necessary, we do not
anticipate any significant compliance expense.
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EMPLOYEES.
Our only employees at the present time are our officers and directors, who will
devote as much time as they determine is necessary to carry out the business of
the Company.
REPORTS TO SECURITY HOLDERS.
After the effective date of this registration statement, we will be a reporting
company under the requirements of the Exchange Act and will file quarterly,
annual and other reports with the Securities and Exchange Commission. Our annual
report will contain the required audited financial statements. We are not
required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
Copies of the material may be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
PLAN OF OPERATIONS
The discussion contained in this prospectus contains "FORWARD-LOOKING
STATEMENTS" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "BELIEVES," "EXPECTS," "MAY,"
"SHOULD" or "ANTICIPATES" or expressing this terminology negatively or similar
expressions or by discussions of strategy. The cautionary statements made in
this prospectus are applicable to all related forward-looking statements
wherever they appear in this prospectus. Our actual results could differ
materially from those discussed in this prospectus. Important factors that could
cause or contribute to these differences include those discussed under the
caption entitled "RISK FACTORS," as well as those discussed elsewhere in this
registration statement.
We are a development stage company with limited operations or revenues. We are
unable to satisfy cash requirements without management's financial support or
other funding The Company has raised the total of $38,000 through Private
Placements (see page 32 "Recent Sales of Unregistered Securities"). As at
October 31, 2004, the Company had a working capital deficiency of $22,891, had,
and currently has, not yet commenced operations and has accumulated losses
totaling $72,891 since inception. We anticipate, but have no assurance, that we
may need to meet our cash requirements for the foreseeable future through the
financial support of our management, but there is no understanding or agreement
with management to do so. Management's capital contributions may be accomplished
through interest bearing promissory notes between our company and management. We
have not determined the amount of funds that will be necessary for management to
contribute at this time. Nor is there any assurance our management will have
funds available to loan us as and when we require funds. In this event, we will
be required to seek loans and/or equity funding from third parties, and there is
no assurance we will be able to do so.
The Company's proposed website will be used as a marketing and sales tool. It is
intended to provide a water softening and related information resource. The
instructions and examples on our proposed website are planned to allow potential
consumers to quickly begin the search for water softening information.
We anticipate that most orders for our proposed services and products will occur
by online credit card or cybercash systems. We plan to take orders online
through an order form and are currently developing the ability to process online
orders.
Over the next twelve months, we plan to further develop our proposed website to
provide marketing and information concerning our proposed products.
Specifically, during the next 12 months, we anticipate focusing our efforts on
the following specific areas of operations:
1. Internet marketing
2. Maintaining and enhancing content of our proposed website
3. Sub-Licensing agreements
4. Establishing and expanding marketing for our proposed products
We will require additional funds to develop our proposed website. We currently
need to raise additional funds, but we have not yet determined how, where or
when we will obtain these funds. There is no assurance that we will be able to
obtain financing for our business development, if, as and when required, or on
terms favorable to the Company. If adequate funds are not available to us, we
believe that our business development will be adversely affected. To sustain
operations over the next 12 months we are anticipating total funding
requirements of $60,000. We currently have nominal cash.
19
Assuming we are successful in raising the necessary funds, in the amount of
$60,000.00, of which there can be no assurance, we intend to use the funds over
the next 12 months, as follows:
o internet advertising and promotion on other water-related related
websites - $24,000
o development of our website - $6,000
o manufacturing of Cal Cite product (approximately 700 finished
products)- $20,000
o patent application - $5,000
o administrative and working capital - $5,000
In the end of the period ended October 31, 2004, the Company had cash available
in the amount of $234. This cash is not sufficient to fund operations. The
Company will immediately need to seek additional funding in the form of equity
or debt.
Our future capital requirements will also depend on one or more of the following
factors:
- - market acceptance of our proposed products;
- - the extent and progress of our proposed website information development
programs;
- - competing technological and market developments; and
- - the costs of marketing our proposed products.
There can be no assurance that funding will be available on favorable terms to
permit successful marketing of our proposed products or be successful in our
proposed business operations.
In addition, we have no further credit facility or other committed sources of
capital. We may be unable to establish credit arrangements on satisfactory
terms, if at all. If capital resources are insufficient to meet our future
capital requirements, we may have to raise additional funds to continue
development of our website. There can be no assurance that the funds will be
available on favorable terms, if at all.
To the extent that additional capital is raised through the sale of equity
and/or convertible debt securities, the issuance of the securities will likely
result in dilution to our shareholders.
We anticipate we will generate revenues from the accumulation of information and
data, in a legal state, to our proposed website, and through the sale of
advertisements. There is no assurance that we will be successful in the
marketing our services or products. We have no other proposed sources of
revenue. Therefore, if we are not successful in this regard, we will be unable
to achieve revenues under our current business plan.
If our company or its management receives proceeds from the sales of the
securities by the selling security shareholders, which neither the company nor
its management has any intent to do, those persons may have conducted an illegal
distribution of our securities and may be deemed underwriters. Accordingly, they
will have liability for any material misrepresentations or omissions in this
document and otherwise in the offer and sale of securities.
We do not anticipate significant research and development expenses over the next
twelve months. We do not expect to purchase or sell any plant and significant
equipment or make any significant changes in the number of employees over the
next twelve months.
DESCRIPTION OF PROPERTY
We do not own any real property at this time, and we conduct our business from a
small office space, at no cost, with our Director and President.
The Company believes that existing facilities are adequate for its needs through
September 2005. Should the Company require additional space at that time, or
prior thereto, the Company will attempt to secure space can on commercially
reasonable terms and without undue operational disruption.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the sale of shares to our officers and directors, we have not entered
into any transactions with our officers, directors, persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons. We are not a subsidiary of any other company. Mr.
Denischuk provided organizational and consulting services valued at $12,000 for
his 12,000,000 shares of restricted Common Stock.
Our management has contributed no capital to our Company. Certain outside
investors have made $38,000 of capital contributions to our Company. The Company
has raised the total of $38,000 through Private Placements (see page 32, heading
"Recent Sales of Unregistered Securities).
20
The Company was charged $34,880 by certain shareholders of the Company for
design and testing fees related to the radio frequency water softening device to
be marketed by the Company.
A total of $16,125 is due to one of our directors who advanced such funds to the
Company. The advance was on an unsecured, non-interest bearing basis, with no
specific terms for repayment.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information.
Our common stock is not traded on any exchange. We plan to eventually seek
listing on the OTC Bulletin Board, once our registration statement has cleared
comments of the Securities and Exchange Commission, and the N.A.S.D. We cannot
guarantee that we will obtain a listing. There is no trading activity in our
securities, and there can be no assurance that a regular trading market for our
common stock will ever be developed.
A market maker sponsoring a company's securities is required to obtain a listing
of the securities on any of the public trading markets, including the
Over-the-Counter Bulletin Board ("OTCBB"). If we are unable to obtain a market
maker for our securities, we will be unable to develop a trading market for our
common stock. We may be unable to locate a market maker that will agree to
sponsor our securities. Even if we do locate a market maker, there is no
assurance that our securities will be able to meet the requirements for a
quotation or that the securities will be accepted for listing on the OTCBB.
We intend to apply for listing of the securities on the OTCBB, but there can be
no assurance that we will be able to obtain this listing. The OTCBB securities
are not listed and traded on the floor of an organized national or regional
stock exchanges. Instead, OTCBB securities transactions are conducted through a
telephone and computer network connecting dealers in stocks. Over-the-counter
stocks are traditionally smaller companies that do not meet the financial and
other listing requirements of a regional or national stock exchange.
However, broker-dealers may be discouraged from effecting transactions in our
Shares because they will be considered penny stocks and will be subject to the
penny stock rules.
Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as amended, impose sales practice and disclosure requirements on NASD
brokers-dealers who make a market in a "penny stock." A penny stock generally
includes any non-NASDAQ equity security that has a market price of less than
$5.00 per share. Assuming we get our shares listed for trading, purchases and
sales of our shares are expected to be generally facilitated by NASD
broker-dealers who will act as market makers for our shares. The additional
sales practice and disclosure requirements imposed upon brokers-dealers may
discourage broker-dealers from effecting transactions in our shares, which could
severely limit the market liquidity of the shares and impede the sale of our
shares in the secondary market, assuming one develops.
Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or
the transactions is otherwise exempt.
In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.
As of October 31, 2004, and as of February 28, 2005, there were 58 holders of
record of our common stock.
EXECUTIVE COMPENSATION
No executive compensation has been paid since our inception.
FINANCIAL STATEMENTS
21
CALCITE CORP.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
October 31, 2004
(Stated in US Dollars)
22
TERRY AMISANO LTD. AMISANO HANSON
KEVIN HANSON, CA CHARTERED ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Calcite Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Calcite Corp. (A Development
Stage Company) as of October 31, 2004 and the related statements of operations,
cash flows and stockholders' deficiency from March 29, 2004 (Date of
Incorporation) to October 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of Calcite Corp. as of October 31,
2004 and the results of its operations and its cash flows for the period from
March 29, 2004 (Date of Incorporation) to October 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has not yet achieved profitable
operations and is dependent upon its ability to raise capital from shareholders
or other sources to sustain operations. These factors, along with other matters
as set forth in Note 1, raise substantial doubt that the Company will be able to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada "AMISANO HANSON"
January 31, 2005 CHARTERED ACCOUNTANTS
750 WEST PENDER STREET, SUITE 604 TELEPHONE: 604-689-0188
VANCOUVER CANADA FACSIMILE: 604-689-9773
V6C 2T7 E-MAIL: amishan@telus.net
23
SEE ACCOMPANYING NOTES
CALCITE CORP.
(A Development Stage Company)
BALANCE SHEET
October 31, 2004
(Stated in US Dollars)
ASSETS
Current
Cash $ 234
========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 7,000
Due to related party - Note 3 16,125
--------
23,125
--------
STOCKHOLDERS' DEFICIENCY
Common stock, $0.001 par value
75,000,000 shares authorized
15,800,000 shares issued and outstanding 15,800
Additional paid-in capital 34,200
Deficit accumulated during the development stage (72,891)
--------
(22,891)
--------
$ 234
========
Nature and Continuance of Operations - Note 1
SEE ACCOMPANYING NOTES
CALCITE CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
for the period March 29, 2004 (Date of Incorporation) to October 31, 2004
(Stated in US Dollars)
General and Administrative Expenses
Bank charges and interest $ 256
Design and testing fees - Note 3 34,880
Consulting fees - Note 3 15,000
Professional fees 22,755
------------
Net loss for the period $ (72,891)
============
Basic and diluted loss per share $ (0.01)
============
Weighted average number of shares outstanding 15,014,815
============
SEE ACCOMPANYING NOTES
CALCITE CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the period March 29, 2004 (Date of Incorporation) to October 31, 2004
(Stated in US Dollars)
Cash flows from Operating Activities
Net loss for the period $(72,891)
Charges to income not affecting cash:
Shares issued for services 12,000
--------
(60,891)
Changes in non-cash working capital item related to operations:
Accounts payable and accrued liabilities 7,000
--------
Net cash used in operating activities (53,891)
--------
Cash flow from Financing Activities
Due to related party 16,125
Common share issuance 38,000
--------
Net cash provided by financing activities 54,125
--------
Increase in cash during the period $ 234
Cash, beginning of period --
--------
Cash, end of period $ 234
========
Supplemental disclosure of cash flow information Cash paid for:
Interest $ --
========
Income taxes $ --
========
SEE ACCOMPANYING NOTES
CALCITE CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS'
DEFICIENCY for the period March 29, 2004 (Date of
Incorporation) to October 31, 2004
(Stated in US Dollars)
Deficit
Accumulated
Common Stock Additional During the
------------ Paid-in Development
Number Par Value Capital Stage Total
------------ ------------ ------------ ------------ ------------
Capital stock issued
Issued for services -
April 2, 2004 at $0.001 12,000,000 $ 12,000 $ -- $ -- $ 12,000
Issued for cash -
April 30, 2004 at $0.01 3,800,000 3,800 34,200 -- 38,000
Net loss for the period -- -- -- (72,891) (72,891)
------------ ------------ ------------ ------------ ------------
Balance, October 31, 2004 15,800,000 $ 15,800 $ 34,200 $ (72,891) $ (22,891)
============ ============ ============ ============ ============
SEE ACCOMPANYING NOTES
CALCITE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2004
(Stated in US Dollars)
Note 1 Nature and Continuance of Operations
The Company was incorporated in the State of Nevada, United States
of America on March 29, 2004 and the fiscal year end is December
31. The Company intends to design and market radio frequency water
softening devices and has incurred expenses to evaluate related
devices.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As of October 31,
2004, the Company has a working capital deficiency of $22,891, has
not yet achieved profitable operations and has accumulated losses
totalling $72,891 since inception, which raises substantial doubt
that the Company will be able to continue as a going concern. The
future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations. Management has
plans to seek additional capital through equity financing. The
financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the
amount of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
Note 2 Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgement. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant
accounting policies summarized below:
Development Stage Company
The Company is a development stage company as defined in
Financial Accounting Standard Board Statement No. 7.
Note 2 Summary of Significant Accounting Policies - (cont'd)
Foreign Currency Translation
Monetary assets and liabilities are translated into American
dollars at the exchange rate in effect at the end of the year.
Non-monetary assets and liabilities are translated at the exchange
rate prevailing when the assets were acquired or the liabilities
assumed. Revenues and expenses are translated at the rate
approximating the rate of exchange on the transaction date. All
exchange gains and losses on transactions denominated in
currencies other than the functional currency are included in the
determination of net income (loss) for the period.
Income Taxes
The Company uses the asset and liability method of accounting for
income taxes pursuant to Statement of Financial Accounting
Standards, No. 109 "Accounting for Income Taxes" ("FAS 109").
Under the assets and liability method of FAS 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Basic and Diluted Loss Per Share
The Company reports basic and diluted loss per share in accordance
with the Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". Basic loss per share is computed using the
weighted average number of shares outstanding during the period.
The Company has no dilutive potential common shares which would
give rise to calculation of diluted loss per share.
Fair Value of Financial Instruments
The carrying value of the Company's financial instruments,
consisting of cash and accounts payable and accrued liabilities
approximate their fair value due to the short maturity of such
instruments. Amounts due to related party also approximates fair
value. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments.
New Accounting Standards
Management does not believe that any recently issued but not
effective accounting standards if currently adopted could have a
material affect on the accompanying financial statements.
Note 2 Summary of Significant Accounting Policies - (cont'd)
Research and Development
Research and development costs include design and testing costs,
which are expensed as they are incurred.
Note 3 Related Party Transactions
The Company was charged $12,000 by a director of the Company for
consulting fees with respect to services provided in organizing
the corporation. These fees were paid by the issuance of
12,000,000 common shares of the Company at $0.001 per share.
The Company was charged $34,880 by shareholders of the Company for
design and testing fees with respect to its radio frequency water
softening device.
These charges were measured by the exchange amount, which is the
amount agreed upon by the transacting parties.
The amount of $16,125 due to related party is comprised of
advances from a director, are unsecured, non-interest bearing and
have no specific terms for repayment.
Note 4 Deferred Tax Assets
The following table summarizes the significant components of the
Company's deferred tax assets, after applying the enacted
corporation income tax rate:
Total
-----
Deferred Tax Assets
Non-capital losses carried forward $ 29,200
Valuation allowance for future income tax asset (29,200)
--------
$ --
========
The amount taken into income as future income tax assets must
reflect that portion of the income tax loss carryforward that is
likely to be realized from future operations. The Company has
chosen to provide an allowance of 100% against all available
income tax loss carryforwards. The Company's accumulated loss
carryforward for its first year ended December 31, 2004 is
available to offset taxable income of future years at various
rates until 2025.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The accounting firm of Amisano Hanson, Chartered Accountants audited our
financial statements. Since inception, we have had no changes in or
disagreements with our accountants.
DEALER PROSPECTUS DELIVERY REQUIREMENT
Until __________________, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation and By laws provide that, to the fullest extent
permitted by law, none of our directors or officers shall be personally liable
to us or our shareholders for damages for breach of any duty owed to our
shareholders or us. Nevada law provides that a director shall have no personal
liability for any statement, vote, decision or failure to act, regarding
corporate management or policy by a director, unless the director breached or
failed to perform the duties of a director. A company may also protect its
officers and directors from expenses associated with litigation arising from or
related to their duties, except for violations of criminal law, transactions
involving improper benefit or willful misconduct. Our By-laws contain provisions
to indemnify the officers and directors of ours against any contingency or peril
as may be determined to be in our best interest and in conjunction therewith, to
procure, at our expense, policies of insurance.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by our corporation in
connection with the issuance and distribution of the securities being offered by
this prospectus. Items marked with an asterisk (*) represent estimated expenses.
We have agreed to pay all the costs and expenses of this offering. Selling
Security Holders will pay no offering expenses. At this date, $29,545 has been
paid. The selling shareholder expense is included in the $36,000 expense figure.
ITEM EXPENSE
SEC Registration Fee $ 45.00
Legal Fees and Expenses $25,000.00
Accounting Fees and Expenses $ 8,000.00
Blue Sky Filings $ 1,000.00
Miscellaneous/Reserve $ 1955.00
==========
Total $36,000.00
RECENT SALES OF UNREGISTERED SECURITIES
From March 2004 through October 2004, we issued 15,800,000 shares of our Common
Stock, with par value $.001, under exemptions from registration provided in
Regulation S promulgated under the Securities Act and/or Section 4(2) of the
Securities Act of 1933, as amended and/or Regulation D. No underwriters were
used in these transactions, and no fees or commissions were paid to anyone.
In March 2004, we issued 12,000,000 shares of our restricted common stock to Mr.
Denischuk, one of our three (3) founders and officers, and "accredited"
investor, as that term is defined in Regulation D, Rule 501 (by virtue of his
status as a founder and officer of the company), for $12,000.00 valuation for
his services as an organizer, promoter and officer of the company. The issuance
was made in reliance of Rule 506 under Regulation D and/or under Section 4(2) of
the Securities Act of 1933, as amended, as a private transaction, not involving
a public offering. These securities were sold directly by the Company. The
offerings were conducted without engaging in any advertising or general
solicitation of any kind and without payment of underwriting discounts or
commissions to any person.
In March 2004, we issued 3,800,000shares of our common stock for $0.01 per
share, or aggregate cash proceeds of US$38,000.00. This transaction involved 57
purchasers. The transaction with 55 of the purchasers was exempt from
registration pursuant to Regulation S of the Securities Act of 1933, based on
offshore transactions involving all non-U.S. persons in sales that took place
entirely outside the U.S. These were Category 3 transactions under Rule 903, and
satisfied the provisions of Rule 903 (i) and (iii) by: implementing offering
restrictions; making the sale only to non-U.S. persons, who certified same;
restricting the resale to transactions done only in accordance with the
provisions of Rules 901-905, and Preliminary Notes; imposing a restrictive
legend on the securities; and the Company agreeing by contract not to register
any transfer not done pursuant to Regulation S.
The March 2004 transaction also involved 2 purchasers in the U.S. The issuance
was made in reliance of Rule 506 under Regulation D and/or under Section 4(2) of
the Securities Act of 1933, as amended, as a private transaction, not involving
a public offering. These securities were sold directly by the Company. The
offerings were conducted without engaging in any advertising or general
solicitation of any kind and without payment of underwriting discounts or
commissions to any person. This investors were each an "accredited" investor, as
that term is defined in Regulation D, Rule 501.
EXHIBITS
Exhibit
Number Exhibit Description
- ------- -------------------
3.1 Articles of Incorporation
3.2 Bylaws
4 Instrument Defining the Right of Holders - Share Certificate
5 Legal Opinion
23 Consent of Experts
UNDERTAKINGS
Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws. 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 the foregoing provisions, or
otherwise, the Registrant 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 a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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, the Registrant will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes 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; and notwithstanding the forgoing, 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 any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the 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.
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.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2, and authorized this registration
statement to be singed on its behalf by the undersigned, in Calgary, Alberta,
Canada, on this 28th day of February, 2005.
CALCITE CORP.
By: /s/ Daniel T. Denischuk
----------------------------------
Daniel T. Denischuk, President
Date: February 28, 2005
In accordance with the requirements of the Securities act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
/s/ Daniel T. Denischuk /s/ Thomas Milne
- --------------------------- ---------------------------------
Daniel T. Denischuk Thomas Milne
Title: President, CEO and Title: Treasurer, Chief Financial Officer and
Director Director
Date: February 28, 2005 Date: February 28, 2005