As Filed With the Securities and Exchange Commission on August 11, 2004
Registration No. 333-114392
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
3rd Amendment
Registration Statement
Under the Securities Act of 1934
Cameron International, Inc.
(Name of Small Business Issuer in Its Charter)
NEVADA 7311 51-0477291
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
11677 Montana Avenue, Suite 13
Los Angeles, CA 90049 (310) 476-4826
(Address of principal Executive Offices) (Issuer's Telephone Number)
Karen Batcher
4190 Bonita Road
Bonita, CA 91902 (619) 788-7881
(Name and Address of Agent for Service) (Telephone Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each
Class of Fixed Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit(1) Price(2) Fee
- --------------------------------------------------------------------------------
Common 480,000 $0.75 $360,000 $90.00
================================================================================
(1) Fixed offering price was set by the selling shareholders until securities
are quoted on the OTC Bulletin Board or other national exchange, and
thereafter at prevailing market prices or privately negotiated prices.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
PROSPECTUS
CAMERON INTERNATIONAL, INC.
11677 MONTANA AVENUE, SUITE 13
LOS ANGELES, CA 90049
310-476-4826
480,000 SHARES OF COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Cameron International, Inc.
will not receive any proceeds from the sale of shares by the selling
shareholders.
Our common stock is presently not traded on any market or securities exchange.
The sales price to the public was set by the selling shareholders at $0.75 per
share for a total of $360,000. The price of $0.75 per share is a fixed price
until the shares are listed on the OTC Bulletin Board or other national
exchange, and thereafter at prevailing market prices or privately negotiated
prices.
INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 4.
Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
Cameron International does not current have any international operations.
The date of this Prospectus is: August 09, 2004
TABLE OF CONTENTS
SUMMARY..................................................................... 3
OFFERING.................................................................... 3
RISK FACTORS................................................................ 4
FORWARD LOOKING STATEMENTS ................................................. 6
USE OF PROCEEDS............................................................. 6
DETERMINATION OF OFFERING PRICE ............................................ 6
DIVIDEND POLICY............................................................. 6
SELLING SHAREHOLDERS ....................................................... 6
PLAN OF DISTRIBUTION ....................................................... 8
LEGAL PROCEEDINGS .......................................................... 10
DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS ......................... 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............. 12
DESCRIPTION OF SECURITIES .................................................. 13
INTEREST OF NAMED EXPERTS AND COUNSEL ...................................... 13
LEGAL MATTERS............................................................... 13
SECURITIES ACT INDEMNIFICATION DISCLOSURE .................................. 13
ORGANIZATION IN THE LAST FIVE YEARS ........................................ 13
DESCRIPTION OF BUSINESS .................................................... 14
PLAN OF OPERATION .......................................................... 22
DESCRIPTION OF PROPERTY .................................................... 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................. 24
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS .................................................. 24
EXECUTIVE COMPENSATION ..................................................... 24
FINANCIAL STATEMENTS ....................................................... 25
CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL
AND FINANCIAL DISCLOSURE ................................................... 26
2
SUMMARY
Cameron International, Inc. was incorporated in Nevada on December 30, 1999 for
the purpose of providing marketing services to companies seeking to reach target
audiences. Cameron International, Inc. currently has no international
operations. We are a development stage company with no revenues and limited
operating history. We have taken initial steps in furtherance of our plan of
operation. The principal executive offices are located at 11677 Montana Avenue,
Suite 13, Los Angeles, CA 90049. The telephone number is (310) 476-4826.
We received our initial funding of $4,800 through the sale of common stock to
investors from the period of approximately September 1, 2003 until January 2,
2004. We offered and sold 480,000 common stock shares (post-split basis) at
$0.10 per share to non-affiliated private investors.
From inception until the date of this filing we have had limited operating
activities. Our audited financial statements for the year ended December 31,
2003 and the six months ended June 30, 2004 report no revenues and a net loss of
$1,173. Our independent auditors have issued an audit opinion for Cameron
International which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
OFFERING
Securities Being Offered Up to 480,000 shares of common stock. The
securities being offered are those of the existing
shareholders only.
Price per share $0.75 as determined by the selling shareholders.
The price of $0.75 per share is a fixed price
until the securities are listed on the OTC
Bulletin Board or other national exchange, and
thereafter at prevailing market prices or
privately negotiated prices.
Securities Issued
And Outstanding 1,480,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Plan of Distribution We are unaware of the nature and timing of any
future sales of our common stock by existing
security shareholders.
Registration costs We estimate our total offering registration costs
to be $5,940.
3
RISK FACTORS
Investors in Cameron International, Inc. should carefully consider the following
material risk factors associated with our plans and product:
WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY. WE HAVE
TAKEN INITIAL STEPS IN FURTHERANCE OF OUR PLAN OF OPERATION. WE EXPECT TO INCUR
OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We have not yet earned revenues and we have not yet become profitable.
Prior to completion of our development stage, we anticipate that we will
incur increased operating expenses without realizing any revenues. We
therefore expect to incur significant losses into the foreseeable future.
We recognize that if we are unable to generate significant revenues from
our business development, we will not be able to achieve profitability or
continue operations.
OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR CAMERON
INTERNATIONAL WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF
OUR BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE
ALL OF THEIR INVESTMENT IN OUR STOCK.
As described in Note 4 of our accompanying financial statements, our losses
to date and our lack of any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited material operations, revenues, or profits.
CAMERON INTERNATIONAL HAS NO SALES, PROVEN MARKET, OR CONSUMER DEMAND. IN AN
EXTREME CASE, WITHOUT SIGNIFICANT USER DEMAND FOR OUR SERVICES, THE COMPANY
COULD HAVE CONTINUED NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.
The lack of a proven market for our services means that the true market for
this product may be minor or nonexistent. This could result in little or no
product sales, possibly resulting in the loss of all of our shareholders'
investment in our company and the cessation of our business.
OUR BUSINESS STRATEGY REQUIRES US TO RAISE CASH OF $192,500. WITHOUT THIS
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH LIMITED OPERATIONS,
REVENUES, OR PROFITS AND MAY BE ONLY PARTIALLY SUCCESSFUL OR COMPLETELY
UNSUCCESSFUL IN IMPLEMENTING OUR BUSINESS PLAN, RESULTING IN OUR SHAREHOLDERS
LOSING PART OR ALL OF THEIR investment.
We require new funding of $192,500 in order to complete our business plan.
We have not determined a source of this funding. We currently have no
funding commitments from any individuals or entities. We intend to use
funding we receive to provide cash for our business plan during the next
4
twelve months as we do not anticipate cash flows from sales to begin until
the second quarter of 2005. If we use equity capital as a source of
funding, potential new shareholders may be unwilling to accept either the
likely dilution of their per share value or the high level of risk involved
with our unproven services. Without this funding, we may be only partially
successful or completely unsuccessful in implementing our business plan,
and our shareholders may lose part or all of their investment.
THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.
We are not registered on any public stock exchange, however, we plan to
contact a market maker to obtain a listing for trading on the OTC
Electronic Bulletin Board. We do not know when we will be able to contact
the market maker, and there is no guarantee of trading volume or trading
price levels sufficient for investors to sell their stock, recover their
investment in our stock, or profit from the sale of their stock.
OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 68% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN
ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the controlling amount of his share ownership in our company, if our
sole director/officer decides to sell his shares in the public market, the
market price of our stock could decrease and all shareholders suffer a
dilution of the value of their stock. If our director/officer decides to
sell any of his common stock, he will be subject to Rule 144 under the 1933
Securities Act. Rule 144 restricts the ability of our director or officer
(affiliate) to sell shares by limiting the sales of securities made under
Rule 144 during any three-month period to the greater of: (1) 1% of the
outstanding common stock of the issuer; or (2) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the
required notice of the sale under Rule 144 with the SEC.
OUR DIRECTOR/OFFICER BENEFICIALLY OWNS 68% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. HE WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM
THOSE THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.
Due to the controlling amount of his share ownership in our company, our
sole director/officer will have a significant influence in determining the
outcome of all corporate transactions, including the power to prevent or
cause a change in control. His interests may differ from the interests of
the other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.
5
THE CURRENT OFFICER, STEPHEN SAMUELS, THE SOLE OFFICER AND DIRECTOR OF THE
COMPANY, CURRENTLY DEVOTES APPROXIMATELY TWO TO FOUR HOURS PER WEEK TO COMPANY
MATTERS, AND AT THE SAME TIME, HE IS INVOLVED IN OTHER BUSINESS ACTIVITIES.
CAMERON'S NEEDS FOR HIS TIME AND SERVICES COULD CONFLICT WITH HIS OTHER BUSINESS
ACTIVITIES. THIS POSSIBLE CONFLICT OF INTEREST COULD RESULT IN HIS INABILITY TO
PROPERLY MANAGE CAMERON'S AFFAIRS, RESULTING IN CAMERON REMAINING A START-UP
COMPANY WITH LIMITED OPERATIONS, NO REVENUES, OR PROFITS.
We have not formulated a plan to resolve any possible conflicts that may
arise. While Cameron has not formally adopted a plan to resolve any
potential or actual conflicts of interest that exist or that may arise, Mr.
Samuels has verbally agreed to limit his role in all other business
activities and devote full time services to Cameron after we raise
sufficient capital through the sale of securities through a private
placement and are able to provide officers' salaries per our business plan.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The shareholders set the offering price of the common stock at $0.75 per share.
The shareholders set the offering price of the common stock at $0.75 per share.
The shareholders arbitrarily set the offering price based upon their collective
judgement as to a price per share they were willing to accept. The price of
$0.75 per share is a fixed price until the securities are listed on the OTC
Bulletin Board or other national exchange, and thereafter at prevailing market
prices or privately negotiated prices.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
480,000 shares of common stock offered through this prospectus. The shares
include the following:
6
1. 48,000 shares of our common stock that the selling shareholders acquired
from us in an offering that was exempt from registration pursuant to
Section 4(2) as amended of the Securities Act of 1933 and completed on
January 2, 2004; and
2. 432,000 shares of our common stock that the selling shareholders received
pursuant to a 10 for 1 forward stock split (9 new shares for each existing
share) executed February 2, 2004.
The following table provides as of August 09, 2004, information regarding the
beneficial ownership of our common stock held by each of the selling
shareholders, including:
1. The number of shares owned by each prior to this offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion of
the offering;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the shares.
To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 1,480,000 shares outstanding
on August 09, 2004.
Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
- ------------------- -------- -------- -------- --------
Ana Alicia Altamirano 10,000 10,000 0 0
Lisa Asaro 10,000 10,000 0 0
Yvonne Barmettler 10,000 10,000 0 0
John Batliner 10,000 10,000 0 0
Luciann Borja 10,000 10,000 0 0
Eliza Carranza 10,000 10,000 0 0
Raul Jacquez Chavez 10,000 10,000 0 0
David or Tara Eby 10,000 10,000 0 0
Eric Emlet 10,000 10,000 0 0
Russell Feingold 10,000 10,000 0 0
Jordan Firfer 10,000 10,000 0 0
Norma Garcia 10,000 10,000 0 0
Tim Griffin 10,000 10,000 0 0
Elizabeth Hahn 10,000 10,000 0 0
Rosalia Hernandez 10,000 10,000 0 0
Nichole Hudson 10,000 10,000 0 0
Bruce Johnson 10,000 10,000 0 0
Jaime Lara 10,000 10,000 0 0
Olivia Miranda Ligia 10,000 10,000 0 0
7
Susan McGarry 10,000 10,000 0 0
Fred McNorton 20,000 20,000 0 0
Jose Lucas Iriarte Mejia 10,000 10,000 0 0
Benjamin Mercado 10,000 10,000 0 0
Enrique Montalvo 10,000 10,000 0 0
Carina Mota 10,000 10,000 0 0
Frances Munro 10,000 10,000 0 0
Craig Murray 10,000 10,000 0 0
Leslie Bounds O'Keefe 10,000 10,000 0 0
Greg Samuel Paden 10,000 10,000 0 0
Marcela Ponce 10,000 10,000 0 0
Eduardo Ramirez 10,000 10,000 0 0
Jose Legarreta Rojas 10,000 10,000 0 0
Scott Rosenkranz 10,000 10,000 0 0
Larry Samuels 20,000 20,000 0 0
Frank & Amelia Scarcella 10,000 10,000 0 0
Elizabeth Schier 10,000 10,000 0 0
Charles Scott 10,000 10,000 0 0
Julie Sorey 10,000 10,000 0 0
Dan Stonesifer 10,000 10,000 0 0
William Talvy 10,000 10,000 0 0
Eduardo Torres 10,000 10,000 0 0
Hilda Torres 10,000 10,000 0 0
Ed Vidovich 10,000 10,000 0 0
Sean West 10,000 10,000 0 0
James Whitley 10,000 10,000 0 0
Anne Winton 10,000 10,000 0 0
* Larry Samuels is the father of Stephen Samuels, our officer and director.
To our knowledge, none of the selling shareholders:
1. Has had a material relationship with Cameron other than as a shareholder as
noted above at any time within the past three years;
2. Has ever been an officer or director of Cameron; or 3. Are broker-dealers
or affiliated with broker-dealers.
PLAN OF DISTRIBUTION
The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:
1. on such public markets or exchanges as the common stock may from time to
time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.
8
The sales price to the public has been determined by the shareholders to be
$0.75. The price of $0.75 per share is a fixed price until the securities are
listed on the OTC Bulletin Board or other national exchange, and thereafter at
prevailing market prices or privately negotiated prices.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. Under Rule 144, several provisions must be met with
respect to the sales of control securities at any time and sales of restricted
securities held between one and two years. The following is a summary of the
provisions of Rule 144: (a) Rule 144 is available only if the issuer is current
in its filings under the Securities an Exchange Act of 1934. Such filings
include, but are not limited to, the issuer's quarterly reports and annual
reports; (b) Rule 144 allows resale of restricted and control securities after a
one year hold period, subjected to certain volume limitations, and resales by
non-affiliates holders without limitations after two years; ( c ) The sales of
securities made under Rule 144 during any three-month period are limited to the
greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the
average weekly reported trading volume in the outstanding common stock reported
on all securities exchanges during the four calendar weeks preceding the filing
of the required notice of the sale under Rule 144 with the SEC.
The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. Cameron will apply to have
its shares of common stock registered on the OTC Bulletin Board immediately
after the date of this prospectus. Cameron anticipates once the shares are
trading on the OTC Bulletin Board the selling shareholders will sell their
shares directly into any market created. Selling shareholders will offer their
shares at a fixed price of $0.75 per share until the common stock is trading on
the OTC Bulletin Board at which time the prices the selling shareholders will
receive will be determined by the market conditions. Selling shareholders may
also sell in private transactions. Cameron cannot predict the price at which
shares may be sold or whether the common stock will ever trade on any market.
The shares may be sold by the selling shareholders, as the case may be, from
time to time, in one or more transactions. Cameron does not intend to enter into
any arrangements with any securities dealers concerning solicitation of offers
to purchase the shares.
Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between them and
the broker-dealers through or to which the securities are to be sold and may
vary, depending on the broker-dealers fee schedule, the size of the transaction
and other factors. The separate costs of the selling shareholders will be borne
by them. The selling shareholders will, and any broker-broker dealer or agent
that participates with the selling shareholders in the sale of the shares by
them may be deemed an "underwriter" within the meaning of the Securities Act,
and any commissions or discounts received by them and any profits on the resale
of shares purchased by them may be deemed to be underwriting commissions under
the Securities Act. In the event any selling shareholder engages a broker-dealer
to distribute its shares, and the broker-dealer is acting as underwriter,
Cameron will be required to file a post effective amendment containing the name
of the underwriter.
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
9
considered to be an underwriter, they must comply with applicable law.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
unlegended shares to themselves or any transferee, to represent as follows: that
they have delivered a copy of this prospectus, and if they are effecting sales
on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of Cameron
common stock; and for a period commencing at least 5 business days before his
first sale and ending with the date of his last sale, bid for, purchase, or
attempt to induce any person to bid for or purchase Cameron common stock.
If we become listed for trading on the OTC Electronic Bulletin Board the trading
in our shares will be regulated by Securities and Exchange Commission Rule 15g-9
which established the definition of a "penny stock."
The Securities and Exchange Commission Rule 15g-9 establishes the definition of
a "penny stock", for the purposes relevant to Cameron International, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
Cameron is bearing all costs relating to the registration of the common stock.
Any commissions or other fees payable to brokers or dealers in connection with
any sale of the common stock, however, will be borne by the selling shareholders
or other party selling the common stock. Cameron will use its best efforts to
update the registration statement and maintain its effectiveness for one year.
LEGAL PROCEEDINGS
Cameron is not currently involved in any legal proceedings and we are not aware
of any pending or potential legal actions.
10
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The director and officer of Cameron, whose one year term will expire 03/05/05,
or at such a time as his successor(s) shall be elected and qualified is as
follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Stephen Samuels 33 President, 08/10/03 03/05/05
11677 Montana Ave #13 Secretary,
Los Angeles, CA 90049 Director
The foregoing person is a promoter of Cameron, as that term is defined in the
rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
The director and officer currently devotes an immaterial amount of time,
approximately two to four hours per week, to manage the business affairs of our
company. After receiving funding per our business plan Mr. Samuels intends to
devote full time services to the company.
No executive officer or director of the corporation has been the subject of any
order, judgement, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No executive officer or director of the corporation is the subject of any
pending legal proceedings.
RESUME
Stephen Samuels
President, Secretary Treasurer & Director
Mr. Samuels business experience over the past five years has consisted of
working for the following three companies:
11
Marketing Director for Jstar Brands (3/2003 - 10/2003) which is a marketing and
distribution company for liquor. He was responsible for brand building and
creating distribution opportunities for the company's line of spirits. He
performed the following duties; implemented sales incentives, managed field
marketing programs, created event sponsorship opportunities, oversaw advertising
and promotional opportunities, and launched a Dutch vodka brand in Los Angeles
and Las Vegas.
Chief Executive Officer for the Ford Institute for Integrative Coaching (4/2001
- - 1/2003) which is a personal growth company that produces seminars. He
performed the following duties; developed strategies, policies and
infrastructure for high growth personal development training company, translated
founders vision into revenue streams, created fulfillment programs, built
community of over 10,000 advocates, streamlined and enhanced productivity of all
operations, developed a licensing business model and effectively managed all
proprietary materials and trademarks.
New Business Development Manager for KBA Marketing (5/1997 - 2001) which is a
marketing services agency for consumer products and services. He worked with
Executive Vice President prospecting for new clients that built on existing
client programs, developed branding strategies, advocacy programs, guerrilla
marketing tactics and sponsorship opportunities for clients, created corporate
sponsorship package for national 2 million dollar tour, lead the development of
new business marketing proposals for brands such as Salon Selectives, Jobs.com,
Sirius Satellite Radio, and HBO, developed systems for enhanced communications
and productivity between account executives, creative, operations and accounting
departments.
Mr. Samuels is currently working as an independent marketing consultant. He
works with clients to develop marketing plans and strategies for their
businesses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Cameron's voting
securities by officers, directors and major shareholders as well as those who
own beneficially more than five percent of Cameron's common stock through the
most current date - August 09, 2004:
Title of Name & Amount & Percent
Class Address Nature of owner Owned
- ----- ------- --------------- -----
Common Stephen Samuels 1,000,000 (a) 68%
11677 Montana Ave. #13
Los Angeles, CA 90049
Total Shares Owned by Officers
& Directors as a Group 1,000,000 68%
- ----------
(a) Mr. Samuels received 100,000 shares of the company's common stock on August
14, 2003 for administrative services and services related to the company's
business plan. Mr. Samuels received 900,000 shares of our common stock
pursuant to a 10 for 1 forward stock split (9 new shares for each existing
share) executed February 2, 2004.
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DESCRIPTION OF SECURITIES
Cameron's Certificate of Incorporation authorizes the issuance of 50,000,000
shares of common stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders, and do not have
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
board of directors in its discretion, from funds legally available therefore. In
the event of a liquidation, dissolution, or winding up of Cameron, the holders
of shares of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. Holders of common stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption with respect to such shares.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.
LEGAL MATTERS
Karen Batcher, our independent counsel, has provided an opinion on the validity
of our common stock.
SECURITIES ACT INDEMNIFICATION DISCLOSURE
Cameron's By-Laws allow for the indemnification of company officers and
directors in regard to their carrying out the duties of their offices. We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or other controlling
persons in connection with the securities registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
ORGANIZATION IN THE LAST FIVE YEARS
Cameron International, Inc. was incorporated in Nevada on December 30, 1999. In
September of 2003 the board of directors voted to seek capital and began
development of our business plan. During September 2003 through January 2004 we
received our initial funding through the sale of common stock to 46
non-affiliated private investors. Cameron does not have any, nor has it had any,
associations with any promoters aside from Mr. Samuels, our director, who is
considered a promoter.
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DESCRIPTION OF BUSINESS
FORM AND YEAR OF ORGANIZATION
Cameron International, Inc. was incorporated in Nevada on December 30, 1999. we
have taken the following steps: developed our business plan, secured the URL
CameronAgency.com, and initiated our website. Cameron International, Inc.
currently has no international operations. We are a development stage company
with essentially no revenues and a limited operating history.
Cameron International, Inc. is not a blank check company therefore the selling
security holders would not be subject to Rule 419. Rule 419 of Regulation C
promulgated under the Securities Act of 1933 as amended, applies to companies
having no specific business plan other than to engage in a merger or acquisition
with an unidentified company or companies or other entity.
Cameron International, Inc., has a very specific business plan that it is
executing as aggressively as it can with the current funding. Our director has
the experience and knowledge in the marketing services industry to successfully
execute the business plan. We are a new company early in the implementation of
our business plan and performing those tasks necessary to raise the funding to
complete the plan.
The Company does not anticipate or intend to merge with, or acquire, another
company in the foreseeable future and there are no pending arrangements,
understanding or agreements with outside parties for acquisitions, or mergers.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There have been no bankruptcy, receivership or similar proceedings.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
Cameron International intends to market and sell promotional marketing services
to companies seeking to target and penetrate specific consumer demographics. We
intend to offer our services to consumer products based company's throughout the
United States. Our proposed marketing agency will offer a broad range of
services designed to raise brand awareness and drive consumer action. Through
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our efforts we intend to gain market share for our potential clients with
minimum commitments of their resources. Our strategy will be to create unique
marketing initiatives, promotions, strategies and implementation tactics to
enroll trendsetting consumers (consumers that create trends through their
purchase decisions) into becoming evangelists for our potential clients
products. We will target key influencers (influential people within a peer
group) and early adopters (people that are first to purchase a new product or
service) within each geographic and demographic target market to create consumer
trends and drive sales of our potential clients products or services. Our
strategy is to reach and penetrate consumer markets with a variety of targeted
marketing plans and promotional methods to help our potential clients achieve
their goals.
It has become increasingly difficult for companies to get their product messages
heard above the excessive ad noise that today's consumers are facing. "Audiences
are so sophisticated these days," Blatant in-your-face advertising just doesn't
work; says TV producer Matti Lesham, CEO of Diplomatic Productions in Los
Angeles ( September 25th, 2003 CNN.com)." Mainstream advertising continues,
resulting in diminishing returns for advertisers. Consumers are using chat
rooms, email, and the web to research and communicate about new products or
services. They rely upon the endorsement or implied endorsement of a friend or
trusted public figure to make their purchase decisions. They are ignoring
mainstream advertising and its bombastic approach. As a result, advertisers must
embrace new methods of communicating with their target markets, or risk losing
customers and brand loyalty.
We believe when marketing initiatives are aimed at trendsetters (influential
people within a peer group that influence trends within that group) whose
endorsements carry significant influence amongst their peers is when
word-of-mouth is effective. Consequently, mainstream advertising methods
including broadcast television, radio, and print are becoming decreasingly
effective at communicating with consumers. Word-of-mouth marketing is a
component of a successful marketing campaign for any product or service
attempting to drive consumer action. Word-of-mouth marketing campaigns require a
grass-roots approach to their product messages by communicating from "within" a
target demographic.
Our goal is to specialize in facilitating our potential clients ability to get
their message heard. We believe our potential clients will achieve success by
creating a word-of-mouth buzz for their products or services. A word-of-mouth
marketing campaign is a one-to-one (individual-to-individual) approach to
developing and maintaining long-term relationships between retailers and
trendsetters in each market. Trendsetters can influence the purchase decisions
of their social and professional spheres, and retailers provide access to the
products. Both retailers and trendsetters are critical functions in the success
of a product or service using a word-of-mouth marketing campaign as a
promotional tool. Our proposed marketing agency will specialize in this unique
approach for our potential clients.
In order to enroll a key influencer into becoming an evangelist for a product or
a service the approach is critical. Any part of the approach that lacks
credibility, or has an overtly corporate delivery of the product or service
message will immediately lose momentum and fall on deaf ears. Creating subtle
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messages from within that persons natural environment is a requirement for the
success of that message. Any overt or misleading branding will only serve to
harm the efforts of the campaign to enroll a key influencer because they
associate products and services with their personal identity and lifestyle. They
also tend to prefer to discover products on their own and must believe in a
product or services value. Street credibility is essential in the effort to gain
a key influencers support, but the rewards are as valuable as the scope of that
persons influence. Quite literally, they can drive a market based upon what they
say, but they must not be dissuaded by an advertisers methodology. Instead,
genuine product messages, about quality products, communicated in a sincere and
creative manner must be employed to gain their support. We intend to create
these types of marketing campaigns for our potential clients to help achieve
their goals.
We intend to raise brand awareness and drive consumer action within the highly
desirable youth market for our clients. We believe the youth market responds
favorably to subtle marketing strategies. We intend to create and implement
guerilla marketing plans by using non-traditional media such as flyering,
postering, stickering, online marketing, events, contests, sponsorships, product
bundling, and giveaways that will enroll Generation X and Generation Y in our
potential clients agenda. We will offer customized marketing services to our
potential clients to fit their business models. Our company will utilize
specialized marketing methods to create the desired effect for the client's
campaign.
We intend to provide the following services:
1. GUERILLA MARKETING - Low budget marketing campaigns that use tactics
outside of traditional media. " Guerilla marketing creates brand loyalty
if your product is good." (Rich Cotler, The Licensing Book, Feb. 2003)
2. TARGET MARKETING - Target marketing is critical for customer acquisition.
We will attain the most current market research through publications such
as Jupiter Communications to designate target markets and then employ
specific methods to reach that target. Estimated costs of that research
will vary based upon the clients needs, target audience, and the type of
product or service message they intend to communicate. These costs will be
passed on to the client as part of the cost of their campaign.
3. PROMOTIONAL MARKETING - A wide array of tactics that drives consumers to
act, creates positive brand identity and drives sales. There are short-to
medium duration concentrated strategies such as street promotions and
online viral (word-of-mouth) activities using targeted emails.
Medium-to-long duration methods such as outdoor advertising and postings
(sniping), online buzz (PR), product sampling to drive consumer action.
4. COLLEGE MARKETING - On/off campus promotions that are designed to draw
attention quickly. Numerous activities that rapidly gain interest and
drive response, including giveaways, outreach programs, on campus points
of presence, direct consumer communications.
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5. YOUTH MARKETING - Specific teen marketing operations aimed at the 13-17
year-old demographic. These specific operations are; celebrity
endorsements, product placement in video games and movies, instant
messaging and internet marketing. We currently have no contracts or
agreements, understandings written or verbal, with any celebrities to
provide product or service endorsements for our clients. We currently have
no contracts or agreements, understandings written or verbal, with any
video game or movie companies to provide product placement opportunities
for our clients products or services .
6. EVENT MARKETING - Specific promotional activities at key target events
that attract specific audiences within a demographic. Concerts, rallies,
speeches, and contests are examples of event marketing.
7. SPECIAL EVENTS - Creation of special events such as concerts, tours,
bar/nightclub activities, and entertainment premieres.
8. PRODUCT SAMPLING - Direct distribution of branded merchandise to a target
demographic. These service can be conducted either through a
man-on-the-street campaign or by bundling product samples with giveaways
such as student care packages.
9. ONE-TO-ONE MARKETING - Verbal communication between a marketer or
evangelist for a product or service that is done on a one-to-one basis.
Often combined with product sampling activities.
10. VIRAL MARKETING - Any online promotional activity that spreads itself like
a virus. Viral marketing is effective for product introduction, brand
awareness, and driving consumer action. It generates exponential customer
recruitment, where consumers act as agents, endorsing and promoting a
product or service. These agents or key influencers are usually given
incentives to pass along promotional messages and offers (typically spread
through email and instant messaging). They become a virtual sales force
and minimize the cost of customer acquisition.
11. BUZZ MARKETING - Buzz marketing tactics target chat sites, message boards,
newsgroups, and other online forums enabling direct recruitment of
consumers. These initiatives create significant product awareness and
drives offline purchase decisions.
12. ONLINE PR / PUBLIC RELATIONS - Online public relations strategies consists
of press release distribution to key special interest sites. These sites
are a strategic link between companies and their potential customers,
typically offering news, gossip, and other venues of disbursement for
details regarding existing or upcoming products.
13. SEARCH ENGINE OPTIMIZATION - Each keyword, phrase or concept related to
specific content on the site offers a unique opportunity to attract and
target visitors and present those visitors with the exact information they
are looking for. For this reason, top ranking search results offer an
irreplaceable toll for credibility in a consumers mind. Audience members
will visit a clients site and have an immediate brand identity for their
products and services.
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14. CROSS PROMOTIONAL LINKING - Cross promotional linking is when web sites
link to each other to increase traffic and search engine ranking.
15. TRADE SHOW STAFFING AND SUPPORT - Trade shows are an extremely
cost-effective means to secure industry and consumer recognition amongst
target groups. We can attend the show and staff the booths with
professional models who help create interest and dialogue.
16. SPONSORSHIPS, GIVEAWAYS AND CONTESTS - Creating promotional ideas is
another activity we employ to promote a client's company and products.
17. POST-ACTION REPORTS - We will supply our clients with an action report
detailing the work performed and the results.
18. SURVEYS AND MARKET RESEARCH - We will conduct online and offline polling
initiatives to garner the most current and viable market data.
19. TARGET AD BUYING AND CREATIVE - Fanzines, college newspapers, music and
film publications are all publications that overlooked by the dominate
advertising industry, but offer highly targeted audiences. Our agency will
create and implement campaigns in these alternative sources.
20. PRODUCT BUNDLING - We will create strategic partnerships and product
bundling opportunities for our clients. We have not yet identified
specific partnerships. We plan to create product bundling opportunities by
providing bundling services to our clients. We offer clients that have
complimentary products or services and bundle them together during
promotions.
In contrast to traditional advertising plans created to push product messages at
consumers, our proposed style of marketing is intended to create long-term brand
loyalty, and consumer awareness, by being subtle rather than using overt product
messages. We intend to implement street-level communications (word-of-mouth)
between companies and the target demographics they seek to communicate with, in
order to form positive impressions with consumers about the products they
purchase. Our methodologies will be designed to either supplement a traditional
advertising campaign, or replace the traditional route entirely.
Management has completed the following steps to further our business plan:
We have drafted our business plan based upon our director's experience in the
marketing services industry.
We have secured a URL and our preliminary web site is functioning at
www.CameronAgency.com. The site currently consists of one page. As our
operations continue to proceed, we plan to expand the website into a multi-page
site to promote our marketing services.
Our goal is to raise $200,000 in order to further execute our business plan.
There is no assurance that such funds will be secured.
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After securing funding of $200,000 in September 2004, our planned time line to
deliver our services beginning in April 2005 is as follows:
DECEMBER- 2004: Budget $2,000 per month for operating expenses, total of
$14,000. Begin the web site development at a cost of $15,000 per month for 6
months. Total cost for site upon completion $90,000.
JANUARY - 2005: Purchase (4) computers, software, (3) printers, office equipment
and furniture, total of $25,000. Hire bookkeeper at a cost of $2,500 per month.
FEBRUARY - 2005: Continue site build out.
MARCH - 2005: Hire a marketing manager for $3,000 per month. Begin actively
marketing the site at a cost of $5000 per month. Hire search engine expert at a
cost of $3000 per month.
APRIL - 2005:Begin search engine placement at a cost of $1,500 per month.
MAY - 2005: Continue site build out and marketing efforts.
JUNE - 2005: Complete site build out.
JULY - 2005: Begin delivering our marketing services to clients.
Total budget costs and expenses through end of the first twelve months:
$192,500.
We plan to promote our services through a search engine optimization strategy to
create rankings on the Internet's search engines. A search engine optimization
strategy is the drafting of the text on a web site and the programming that will
attract search engines to list the site. Each keyword or phrase related to the
marketing industry will be targeted through our site. Search engine optimization
should attract potential customers to our web site and create the opportunity
for us to sell those qualified leads our services. We intend to use those leads
to solicit potential clients for our youth-oriented marketing services.
We plan to achieve all of our business plan goals, however, there is no
guarantee we will be successful in implementing our business plan. We have a
budget of $192,500 for our business, but, we intend to raise $200,000 in funding
in order to meet our current business plan goals. We do not yet have a plan for
a scenario in which we receive partial funding, but we will consider moving
ahead with our business plan if we receive partial funding by possibly modifying
our business plan and achieving our goals at a slower pace while we seek
additional funding sources.
Management has determined to seek funding for our business plan through venture
capital sources or private sales of securities, however, we have not identified
or contacted any venture capital sources, and we have not identified or taken
any steps to identify any person or other entity concerning private sales of
securities.
If we are incapable of executing our business plan we would then investigate
reasonable business options available to retain value for our shareholders. This
could possibly be achieved by offering the leads generated from our web site to
19
other marketing agencies, creating marketing plans and marketing strategies for
other marketing agencies, or operating as a source for larger marketing agencies
seeking to connect with our niche youth-oriented demographic. We currently have
no leads generated from our web site, relationships with other marketing
agencies, nor penetration into the youth demographic and there is no assurance
we ever will. We could continue making progress on our business plan by
developing alternatives such as limiting the scope of the services we offer
clients to reduce costs, adjusting or reducing our in-house marketing costs, or
reducing our costs for the development of our web site, and adjusting our
timeline for the delivery of our services. We could also seek a joint venture
with another business entity that would compliment our business plan goals. We
may seek a joint venture with a marketing or advertising agency because they are
in the marketing services industry. Currently, there are no pending
arrangements, understandings or agreements with other businesses, agencies or
entities for combining businesses or forming joint ventures, or any other
material transactions.
DISTRIBUTION METHODS OF PRODUCTS OR SERVICES
Cameron plans to utilize its management's background in sales and marketing to
offer our youth oriented marketing services to companies seeking to target that
audience. Our director has a background in the marketing services industry
through past employment with professional marketing agencies. We plan to offer
our marketing services to the businesses seeking marketing services through our
web site.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
Cameron has no new product or service planned or announced to the public.
COMPETITION AND COMPETITIVE POSITION
Cameron International intends to compete in the marketing services industry. The
marketing services industry provides marketing plans, strategies, and executes
those strategies on behalf of their clients. The intended goal is to communicate
a product or service message to consumers in the most effective way possible.
The method delivering a product or service message to a consumer may vary based
upon the demographics of the intended target audience, but the goal is to get
the message heard and drive consumers to act based upon that message.
Cameron International Inc. competitors have longer operating histories, larger
customer bases, and greater brand recognition than Cameron International Inc. A
few of our competitors are; Omnicon, IPG, Zipatoni, Momentum, Alcone, GMR, Buzz
Marketing Group. We are not aware of any significant barriers to Cameron
International's entry into the promotional marketing business, however, at this
time, we have no sales or share of this market.
SUPPLIERS AND SOURCES OF RAW MATERIALS
We have no principal suppliers or sources for raw materials. We will utilize our
management's background to offer our planned marketing services on the Internet,
without the use of major suppliers of raw materials.
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DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
Cameron will not depend on any one or a few major customers. Management has
experience in the management of marketing services in the United States.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We own our Internet domain name, CameronAgency.com, and will setup our own web
site when we receive sufficient funding. We have no current plans for any
registrations such as patents, trademarks, copyrights, franchises, concessions,
royalty agreements or labor contracts. We will assess the need for any
copyright, trademark or patent applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
Cameron is not required to apply for or have any government approval for its
products or services.
EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS
Cameron will be subject to federal laws and regulations that relate directly or
indirectly to its operations. We will be subject to common business and tax
rules and regulations pertaining to the operation of our business in the State
of California.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
Cameron has not expended funds for research and development costs since
inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
Environmental regulations have had no materially adverse effect on Cameron's
operations to date, but no assurance can be given that environmental regulations
will not, in the future, result in a curtailment of service or otherwise have a
materially adverse effect on our business, financial condition or results of
operation. Public interest in the protection of the environment has increased
dramatically in recent years. The trend of more expansive and stricter
environmental legislation and regulations could continue. To the extent that
laws are enacted or other governmental action is taken that imposes
environmental protection requirements that result in increased costs, the
business and prospects of Cameron could be adversely affected.
NUMBER OF EMPLOYEES
Cameron's only current employee is its officer who will devote as much time as
the board of directors determines is necessary to manage the affairs of the
company. The officer intends to work on a full time basis when Cameron raises
capital per its business plan. Our business plan calls for hiring 3 new
full-time employees during the next twelve months.
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REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10-KSB annually
and Form 10-QSB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 450 Fifth Street NW, Washington D. C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
PLAN OF OPERATION
Cameron's current cash balance is $4,627. Until approximately September of 2004,
we believe our small cash balance is sufficient to fund limited levels of
operations. In order to achieve our business plan goals, we will need to raise
capital through the sale of equity securities. We are a development stage
company and have generated no revenue to date. We have sold $4,800 in equity
securities to pay for our minimum level of operations.
We have received a going concern opinion on our financial statements that raises
substantial doubt as to our ability to continue as a going concern. As described
in Note 4 of our accompanying financial statements, our losses to date and our
lack of any guaranteed sources of future capital create substantial doubt as to
our ability to continue as a going concern. If our business plan does not work,
we could remain as a start-up company with limited material operations,
revenues, or profits. Although management has believes their plan for Cameron
will generate revenue and profit, there is no guarantee their past experiences
will provide Cameron with similar future successes.
As of the date of this filing, we have taken the following steps: developed our
business plan, secured the URL CameronAgency.com, and initiated our website. We
are now in the process of registering the securities sold in September 2003
through January 2004 with the Securities and Exchange Commission. The securities
are being registered for resale on behalf of the company's shareholders and at
the company's expense. Our business plan includes a need for cash of $192,500 by
the end of December 2004. We plan to raise this capital through the sale of
equity securities during the months of November 2004 and December 2004, however,
at this time we do not have any agreements with or commitments from any
financial source to provide this capital. During 2004, after raising funding, we
intend to hire the following employees, and execute the following portions of
our business plan: We will hire one marketing manager at a cost of $20,000 who
will create, develop, and implement marketing programs for our company and our
22
clients. We will hire one search engine placement expert at a cost of $12,000.
They will create search engine optimization strategy for our web site by
drafting the text in a fashion whereby the programming will attract search
engines to list the site. This is done by targeting keywords or phrases related
to the marketing industry. We intend to hire one office employee/bookeeper at a
cost of $15,000. We also plan to purchase computers, furniture, and equipment at
a cost of $25,000. We will also incur website development costs of $90,000 which
will include site design, page design, graphic design, and software programming.
We plan to budget $15,000 for rent and other operating expenses such as
utilities, phone, faxes and general business related expenses from September
2004 through March 2005. We plan to begin marketing the company by listing on
search engines in December 2004 spending $20,000 through March 2005.
In order to meet all of our current business plan goals, we need to receive
funding. We intend to use funding we receive to provide cash for our business
plan during the next twelve months as cash flow from sales is not estimated to
begin until the third quarter of 2005. We anticipate our expenditures through
December 2004 not to exceed $15,000. These costs will consist primarily of
offering costs, filing fees, and correspondence with our shareholders. We will
face considerable risk in each of our business plan steps, such as difficulty of
hiring competent personnel within our budget, longer than anticipated lead time
necessary for us to complete our marketing plan, and a shortfall of funding due
to our inability to raise capital. If no funding is received during the next
twelve months, we may utilize one or more options such as use existing cash in
the bank, funds loaned by our director, or we might ask our shareholders for
funds. While our director has informally agreed to advance funds to allow us to
pay for offering costs, filing fees, and correspondence with our shareholders ,
neither our director nor our shareholders have any formal commitments,
arrangements or legal obligation to advance or loan funds to Cameron. To date,
there have been no loans by the director to Cameron, no negotiated material
terms or agreed upon amounts, and no formalized agreements of any kind.
Management has not formulated detailed plans for a scenario in which we receive
partial funding, but we will consider moving ahead with our business plan at a
slower pace if we receive partial funding. We could modify our business plan to
implement our plan over a longer timetable, reduce the number of marketing
services we intend to offer, or seek out a partnership with an existing
marketing agency whereby we offer our services without setup costs.
There are no current plans for additional product research and development
during the next twelve months. We plan to purchase approximately $25,000 in
furniture and computers during the next twelve months from proceeds of our
equity security sales. Our business plan provides for an increase of three
employees during the next twelve months.
DESCRIPTION OF PROPERTY
Cameron's principal executive office address is 11677 Montana Avenue, Suite 13,
Los Angeles CA 90049. The principal executive office and telephone number are
provided by an officer of the corporation. The office is used by the officer for
other business interests and is estimated to be sufficient for our business
needs until such time as we receive funding and should remain sufficient to
accommodate our hiring requirements during the initial phases of our business.
We do not anticipate having to seek new offices until our business needs
increase. The costs associated with the use of the telephone and mailing address
23
were deemed by management to be immaterial as the telephone and mailing address
were almost exclusively used by the officer for other business purposes. We
consider our current principal office space arrangement adequate until such time
as we achieve our business plan goal of raising capital of $200,000 and then
begin hiring new employees per our business plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Stephen
Samuels, an officer of the corporation. The costs associated with the use of the
telephone and mailing address were deemed to be immaterial as the telephone and
mailing address were almost exclusively used by him for other business purposes.
The board agreed to pay Mr. Stephen Samuels 100,000 shares of the company's
common stock for services related to the company's business plan. The stock was
valued at $0.01 per share. Mr. Samuels received 900,000 shares of our common
stock pursuant to a 10 for 1 forward stock split (9 new shares for each existing
share) executed February 2, 2004.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Cameron plans to contact a market maker to obtain a listing for trading on the
OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network which provides information on current "bids" and "asks" as well as
volume information. As of the date of this filing, there have been no
discussions or understandings between Cameron or anyone acting on our behalf
with any market maker regarding participation in a future trading market for our
securities.
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of July 14, 2004, Cameron had 47 shareholders of record. We
have paid no cash dividends and have no outstanding options.
Pursuant to this registration statement the company is seeking to register
480,000 shares held by 46 non-affiliated shareholders. Our officer and director
holds a total of 1,000,000 shares which are not being registered pursuant to
this filing.
EXECUTIVE COMPENSATION
Cameron's current officers receive no compensation. The current Board of
Directors is comprised of only Mr. Stephen Samuels.
Summary Compensation Table
Other
Name & annual Restricted All other
principal compen- stock Options LTIP compen-
position Year Salary($) Bonus($) sation($) awards SARs($) Payouts($) sation($)
- -------- ---- --------- -------- --------- ------ ------- ---------- ---------
S Samuels 2002 -0- -0- -0- -0- -0- -0- -0-
President 2003 -0- -0- -0- -0- -0- -0- -0-
24
There are no current employment agreements between the company and its executive
officer.
The board agreed to pay Mr. Samuels for administrative services and services
related to the company's business plan 100,000 shares of the company's common
stock on August 15, 2003. The stock was valued at $0.01 per share. Mr. Samuels
received 900,000 shares of our common stock pursuant to a 10 for 1 forward stock
split (9 new shares for each existing share) executed February 2, 2004.
The terms of these stock issuances were as fair to the company, in the board's
opinion, as could have been made with an unaffiliated third party.
The officer currently devotes an immaterial amount of time to manage the affairs
of the company. The director and principal officer has agreed to work with no
remuneration until such time as the company receives sufficient revenues
necessary to provide an initial salary to our current officer/director of
$50,000 per year. The officer and board of directors have the responsibility to
determine the timing of remuneration for key personnel based upon such factors
as positive cash flow to include sales, estimated cash expenditures, accounts
receivable, accounts payable, notes payable, and a cash balance of not less than
$15,000 at each month end. When positive cash flow reaches $15,000 at each month
end and appears sustainable the board of directors will readdress compensation
for key personnel and enact a plan at that time which will benefit the company
as a whole. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of Cameron in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The audited financial statements of Cameron for the years ended December 31,
2003 and 2002, and the six months ended June 30, 2004, and related notes which
are included in this offering have been examined by Armando C. Ibarra, CPA, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL AND
FINANCIAL DISCLOSURE
None.
25
ARMANDO C. IBARRA
Certified Public Accountants
A Professional Corporation
Armando C. Ibarra, C.P.A. Members of the California Society of
Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the American Institute of
Certified Public Accountants
Members of the Better Business Bureau since 1997
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Cameron International, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Cameron International, Inc. (A
Development Stage Company) as of June 30, 2004 and the related statements of
operations, changes in stockholders' equity and cash flows for the six months
then ended and for the period from December 30, 1999 (inception) through June
30, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cameron International, Inc. as
of June 30, 2004 and the results of their operations and their cash flows for
the six months then ended and for the period from December 30, 1999 (inception)
through June 30, 2004 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is currently in the development stage. Because
of the Company's current status and lack of operations there is substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to its current status are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Armando C. Ibarra, C.P.A.
- ------------------------------
Armando C. Ibarra, CPA
July 8, 2004
Chula Vista, California
371 'E' Street, Chula Vista, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
F-1
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
June 30, December 31,
2004 2003
------- -------
ASSETS
CURRENT ASSETS
Cash $ 4,627 $ 4,247
------- -------
TOTAL CURRENT ASSETS 4,627 4,247
------- -------
TOTAL ASSETS $ 4,627 $ 4,247
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ -- $ --
STOCKHOLDERS' EQUITY
Common stock, ($.001 par value, 50,000,000 shares
1,480,000 and 1,470,000 shares issued and outstanding
as of June 30, 2004 and December 31, 2003, respectively) 1,480 1,470
Additional paid-in capital 4,320 4,230
Stock subscription receivable -- (400)
Deficit accumulated during development stage (1,173) (1,053)
------- -------
TOTAL STOCKHOLDERS' EQUITY 4,627 4,247
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,627 $ 4,247
======= =======
See Notes to Financial Statements
F-2
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
December 30, 1999
Six Months Six Months (inception)
Ended Ended through
June 30, June 30, June 30,
2004 2003 2004
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 120 -- 1,173
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 120 -- 1,173
---------- ---------- ----------
NET INCOME (LOSS) $ (120) $ -- $ (1,173)
========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,480,000 --
========== ==========
See Notes to Financial Statements
F-3
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From December 30, 1999 (inception) through June 30, 2004
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional Stock During
Common Stock Paid-in Subscription Development
Stock Amount Capital Receivable Stage Total
----- ------ ------- ---------- ----- -----
Balance, December 30, 1999 -- $ -- $ -- $ -- $ -- $ --
Net lncome, December 31, 1999 -- --
---------- ------- ------ ----- ------- ------
BALANCE, DECEMBER 31, 1999 -- -- -- -- -- --
========== ======= ====== ===== ======= ======
Net lncome, December 31, 2000 -- --
---------- ------- ------ ----- ------- ------
BALANCE, DECEMBER 31, 2000 -- -- -- -- -- --
========== ======= ====== ===== ======= ======
Net lncome, December 31, 2001 -- --
---------- ------- ------ ----- ------- ------
BALANCE, DECEMBER 31, 2001 -- -- -- -- -- --
========== ======= ====== ===== ======= ======
Net lncome, December 31, 2002 -- --
---------- ------- ------ ----- ------- ------
BALANCE, DECEMBER 31, 2002 -- -- -- -- -- --
========== ======= ====== ===== ======= ======
Common stock issued on August 15, 2003
to directors for services @ $0.001
per share 1,000,000 1,000 -- -- 1,000
Common stock issued on September 1,
through December 31, 2003 for cash
@ $0.01 per share 470,000 470 4,230 (400) 4,300
Net loss, December 31, 2003 (1,053) (1,053)
---------- ------- ------ ----- ------- ------
BALANCE, DECEMBER 31, 2003 1,470,000 1,470 4,230 (400) (1,053) 4,247
========== ======= ====== ===== ======= ======
Common stock issued on January 2, 2004
for cash @ $0.01 per share 10,000 10 90 100
Stock subscription receivable 400 400
Net loss June 30, 2004 (120) (120)
---------- ------- ------ ----- ------- ------
BALANCE, JUNE 30, 2004 1,480,000 $ 1,480 $4,320 $ -- $(1,173) $4,627
========== ======= ====== ===== ======= ======
See Notes to Financial Statements
F-4
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
December 30, 1999
Six Months Six Months (inception)
Ended Ended through
June 30, June 30, June 30,
2004 2003 2004
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (120) $ -- $(1,173)
------- ------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (120) -- (1,173)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Change in common stock 10 -- 1,480
Additional paid-in capital 90 -- 4,320
Stock subscription receivable 400 -- --
------- ------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 500 -- 5,800
------- ------- -------
NET INCREASE (DECREASE) IN CASH 380 -- 4,627
CASH AT BEGINNING OF PERIOD 4,247 -- --
------- ------- -------
CASH AT END OF PERIOD $ 4,627 $ -- $ 4,627
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid $ -- $ -- $ --
======= ======= =======
Income taxes paid $ -- $ -- $ --
======= ======= =======
See Notes to Financial Statements
F-5
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2004
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Cameron International, Inc (the Company) was incorporated under the laws of the
State of Nevada on December 30, 1999.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, set-up of a website, and development
of its business plan and a target customer market.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective December 30, 1999 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
F-6
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2004
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. INCOME TAXES (CONTINUED)
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company generated net losses of $1,173 during the period from December 30,
1999 (inception) to June 30, 2004. This condition raises substantial doubt about
the Company's ability to continue as a going concern. Because the Company is
currently in the development stage and has minimal expenses, management believes
that the company's current cash of $4,627 is sufficient to cover the expenses
they will incur during the next twelve months.
Management plans to raise additional funds through debt or equity offerings.
Management has yet to decide what type of offering the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.
NOTE 5. RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. A director
provides office services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities as they
become available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
F-7
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2004
NOTE 6. INCOME TAXES
As of June 30, 2004
-------------------
Deferred tax assets:
Net operating tax carryforwards $ 176
Other 0
-------
Gross deferred tax assets 176
Valuation allowance (176)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. SCHEDULE OF NET OPERATING LOSSES
1999 Net Operating Income $ (0)
2000 Net Operating Income (0)
2001 Net Operating Income (0)
2002 Net Operating Income (0)
2003 Net Operating Loss (1,053)
2004 Net Operating Loss (six months) (120)
-------
Net Operating Loss $(1,173)
=======
As of June 30, 2004, the Company has a net operating loss carryforwards of
approximately $1,173. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
F-8
CAMERON INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2004
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable. On February 2, 2004 the Company split its common stock ten for one
(10:1) from 148,000 to 1,480,000 shares outstanding. All stock transactions have
been retroactively restated to reflect the ten for one stock split.
On August 15, 2003 the Company issued 1,000,000 shares of common stock to a
director for services rendered valued at $0.001 per share.
On September 1, through December 31, 2003 the Company issued 470,000 shares of
common stock for cash at $0.01 per share.
On January 2, 2004 the Company issued 10,000 shares of common stock for cash at
$0.01 per share.
As of June 30, 2004 the Company had 1,480,000 shares of common stock issued and
outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2004:
* Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,480,000
shares issued and outstanding.
F-9
Dealer Prospectus Delivery Obligation
"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
AVAILABLE INFORMATION
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cameron's By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
II-1
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
II-2
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Cameron, we have been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 90.00
Accounting fees and expenses $1,800.00
Legal fees $1,700.00
Transfer Agent fees $1,500.00
Printing $ 850.00
---------
Total $5,940.00
=========
Cameron will pay all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders.
RECENT SALES OF UNREGISTERED SECURITIES
On August 15, 2004, the shareholders authorized the issuance of 100,000 shares
of common stock to Mr. Samuels for services related to the company's business
plan. Mr. Samuels received 900,000 shares of our common stock pursuant to a 10
for 1 forward stock split (9 new shares for each existing share) executed
February 2, 2004, for a total of 1,000,000 Rule 144 shares. The company relied
upon Section 4(2) of Securities Act of 1933, as amended (the "Act"). The company
issued the shares in satisfaction of management services rendered to officers
and directors, which does not constitute a public offering.
From the period of approximately September 1, 2003 until January 2, 2004, the
company offered and sold 48,000 shares at $0.10 per share to 46 non-affiliated
private investors. The shareholders received 432,000 shares of our common stock
pursuant to a 10 for 1 forward stock split (9 new shares for each existing
share) executed February 2, 2004. The company relied upon Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). Each prospective investor was
given a private placement memorandum designed to disclose all material aspects
of an investment in the company, including the business, management, offering
details, risk factors, financial statements and use of funds. The investors were
either business acquaintances, family members, or friends of, or personally
known to, our officer and director. Each investor completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent. This offering was not accompanied by general
advertisement or general solicitation and the shares were issued with a Rule 144
restrictive legend.
II-3
Under the Securities Act of 1933 , all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act. Rule 144 under the 1933 Act sets
forth conditions which, if satisfied, permit persons holding control securities
(affiliated shareholders, i.e., officers, directors or holders of at least ten
percent of the outstanding shares) or restricted securities (non-affiliated
shareholders) to sell such securities publicly without registration. Rule 144
sets forth a holding period for restricted securities to establish that the
holder did not purchase such securities with a view to distribute. Under Rule
144, several provisions must be met with respect to the sales of control
securities at any time and sales of restricted securities held between one and
two years. The following is a summary of the provisions of Rule 144: (a) Rule
144 is available only if the issuer is current in its filings under the
Securities an Exchange Act of 1934. Such filings include, but are not limited
to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows
resale of restricted and control securities after a one year hold period,
subjected to certain volume limitations, and resales by non-affiliates holders
without limitations after two years; ( c ) The sales of securities made under
Rule 144 during any three-month period are limited to the greater of: (i) 1% of
the outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.
EXHIBITS
Exhibit 3.1 Articles of Incorporation Included Previously
Exhibit 3.2 Bylaws Included Previously
Exhibit 5 Opinion re: Legality Included
Exhibit 23.1 Consent of counsel Included in Exhibit 5
Exhibit 23.2 Consent of independent auditor Included
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
1. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
2. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
II-4
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
3. Include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and that the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
2. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities is asserted by
one of our directors, officers, or other controlling persons in connection with
the securities registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the final adjudication of such issue.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Los Angeles, state
of California, on August 09, 2004.
Cameron International, Inc.
/s/ Stephen Samuels
------------------------------
By Stephen Samuels
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
dates stated.
/s/ Stephen Samuels August 09, 2004
- ------------------------------- ---------------
Stephen Samuels, President Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
II-6