SECURITIES AND EXCHANGE COMMISSION
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRAVEL HUNT HOLDINGS, INC.
(Exact Name of Small Business Issuer in its Charter)
FLORIDA ---- 65-0972647
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)
3237 NE 10TH STREET. #2
POMPANO BEACH, FL 33062
(561) 943-4868
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
NANCY REYNOLDS
3237 NE 10TH STREET. #2
POMPANO BEACH, FL 33062
(561) 943-4868
(Name, Address and Telephone Number of Agent for Service)
Copies of communications to:
GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective. If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please 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 of 1933, 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 of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Amount to be Proposed Maximum Proposed Maximum
Registered Aggregate Aggregate Amount of
Title of Each Class Of Offering Price Offering Price Registration fee
securities to be Registered per share
Common Stock of par value $0.001 per share 130,500 $0.10 $13,050.00 $1.20
The offering price has been estimated solely for the purpose of computing the
amount of the registration fee in accordance with Rule 457(c). Our common stock
is not traded and any national exchange and in accordance with Rule 457, the
offering price was determined by the price shareholders were sold to our
shareholders in a private placement memorandum. The price of $0.10 is a fixed
price at which the selling security holders may sell their shares until our
common stock is quoted on the OTC Bulletin Board at which time the shares may be
sold at prevailing market prices or privately negotiated prices.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER ___, 2003
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
TRAVEL HUNT HOLDINGS, INC.
130,500 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Our common stock is presently
not traded on any market or securities exchange. The 130,500 shares of our
common stock can be sold by selling security holders at a fixed price of $.10
per share until our shares are quoted on the OTC Bulletin Board and thereafter
at prevailing market prices or privately negotiated prices.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed. The
shareholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.
The Date Of This Prospectus Is: September , 2003
TABLE OF CONTENTS
PAGE
Summary
Risk Factors 1
Use of Proceeds 4
Determination of Offering Price 5
Dilution 5
Selling Shareholders 5
Plan of Distribution 7
Legal Proceedings 7
Directors, Executive Officers, Promoters and Control Persons 8
Security Ownership of Certain Beneficial Owners and Management 8
Description of Securities Interests of Named Experts and Counsel 9
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities 10
Organization Within Last Five Years 10
Description of Business 10
Plan of Operation 13
Description of Property 15
Certain Relationships and Related Transactions 15
Market for Common Equity and Related Stockholder Matters 15
Executive Compensation 16
Available Information 16
Index to Financial Statements F
Changes in and Disagreements with Accountants Disclosure
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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.
i
ABOUT OUR COMPANY
We were incorporated on December 17, 1999 under the laws of the State of Florida
as Sleepy Hollow Enterprises, Inc and we commenced operations for the purposes
of developing original and proprietary interactive travel related products. In
March 2003 our founder sold all of her shares of our common stock to Ms. Nancy
Reynolds at par value. On March 6, 2003 we filed Articles of Amendment with the
State of Florida changing our name to Travel Hunt Holdings, Inc. On July 15,
2003, we acquired all of the shares of Travelhunt, Inc., a Florida corporation,
from Nancy Reynolds, the sole Travelhunt, Inc. shareholder, in consideration for
the issuance of 1,000,000 shares of our common stock to the Travelhunt, Inc.
shareholder pursuant to a Stock Purchase Agreement and Share Exchange between
Travelhunt, Inc. and us. Pursuant to the Agreement, Travelhunt, Inc. became our
wholly owned subsidiary. Until this merger our activities had been limited to
actions related to our organization and we conducted virtually no business
operations. Now our principle line of business is developing proprietary
interactive travel related products for major cities and tourist destinations
throughout the world. Our principal offices are located at 3237 NE 10th St. #2,
Pompano Beach, FL 33062.
Our subsidiary, Travelhunt, Inc., develops online interactive travel related
products, called "travel hunts", and provides users with new ways to experience
travel destinations throughout the world. The Company uses the internet as a
platform for marketing and distributing its product. Its domain name is
"www.travelhunt.com." The "travelhunts" will be displayed as links on the
website and downloadable in PDF format. Each "travelhunt" will be a series of
questions that directs the players around a specific city giving the player a
broad feel for that city's culture and history which can be tailored to an
individuals lifestyle and age. Revenues are expected to be collected from
charges imposed on users when they download each product, participation in live
events, the sale of memberships in our travel club and commissions generated
from our online travel solutions.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus and any other filings we may make with the United States Securities
and Exchange Commission in the future before investing in our common stock. If
any of the following risks occur, our business, operating results and financial
condition could be seriously harmed. Please note that throughout this
prospectus, the words "we", "our" or "us" refer to us and not to the selling
stockholders.
We May Require Additional Funds to Achieve Our Current Business Strategy and Our
Inability to Obtain Additional Financing Will Inhibit Our Ability to Expand or
Even Maintain Our Business Operations.
We may need to raise additional funds through public or private debt or sale of
equity to achieve our current business strategy. This financing may not be
available when needed. Even if this financing is available, it may be on terms
that we deem unacceptable or are materially adverse to your interests with
respect to dilution of book value, dividend preferences, liquidation
preferences, or other terms. Our inability to obtain financing will inhibit our
ability to implement our development strategy, and as a result, could require us
to diminish or suspend our development strategy and possibly cease our
operations. If we are unable to obtain financing on reasonable terms, we could
be forced to delay, scale back or eliminate certain product and service
development programs. In addition, such inability to obtain financing on
reasonable terms could have a negative effect on our business, operating
results, or financial condition to such extent that we are forced to
restructure, file for bankruptcy, sell assets or cease operations, any of which
could put your investment dollars at significant risk.
We Have a Limited Operating History That You Can Use to Evaluate Us and
Therefore We May Not Survive If We Meet Some of the Problems, Expenses,
Difficulties, Complications and Delays Frequently Encountered by a Start up
Company.
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We were incorporated on December 17, 1999 and our wholly owned subsidiary,
Travelhunt, Inc. was incorporated in 1999. To date, we have not undertaken any
significant operations. Accordingly, you can evaluate our business, and
therefore our future prospects, based only on a limited operating history. You
must consider our prospects in light of the risks and uncertainties encountered
by start up companies. To date, we have completed only part of our business
plan. As a start-up company, we can provide no assurances that we will be able
to make the necessary steps to achieve profitability in the future, such as
expanding our customer base and expanding our online travel related services to
traditional retail venues.
We are subject to all the substantial risks inherent in the commencement of a
new business enterprise with new management. We can provide no assurance that we
will be able to successfully generate revenues, operate profitably, or make any
distributions to the holders of our securities. We have a limited business
history for you to analyze or to aid you in making an informed judgment as to
the merits of an investment in our securities. Any investment in our common
stock should be considered a high risk investment because you will be placing
funds at risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often subject.
As we have such a limited history of operation, you will be unable to assess our
future operating performance or our future financial results or condition by
comparing these criteria against our past or present equivalents.
If We Are Unable to Generate Significant Revenues from Our Operations, We May Be
Unable to Expand Our Services and May be Forced to Cease Operations
If we are unable to generate significant revenues from our operations, we could
be forced to delay, scale back or eliminate certain services and product
development programs. We intend to increase the number of destinations featured
on our site and our products offered. Ultimately the expansion of our products
and featured destinations may allow us to become profitable. However, if we fail
to generate significant revenues in the future, then we will not able to expand
our product line as we anticipate. This failure to expand may hurt our ability
to raise additional capital which could have a negative effect on our business,
operating results, or financial condition to such extent that we are forced to
restructure, file for bankruptcy, sell assets or cease operations, any of which
could put your investment dollars at significant risk.
As an Internet Company, We Are in an Intensely Competitive Industry and Any
Failure to Timely Implement Our Business Plan Could Diminish or Suspend our
Development and Possibly Cease Our Operations.
The internet industry is highly competitive, and has few barriers to entry.
Although there are few competitors who offer the same or similar services of the
type we offer, we can provide no assurance that additional competitors will not
enter markets that we intend to serve. If we are unable to efficiently and
effectively institute our business plan as a result of intense competition or a
saturated market, we may not be able to continue the development and enhancement
of our web site and become profitable.
Our Industry Depends on Discretionary Consumer Spending, Which If Negatively
Affected, Could Diminish the Profitability of Your Investment.
Our business opportunities are directly dependent upon the level of consumer
spending on recreational travel activities and related services, a discretionary
spending item. If discretionary consumer spending on recreational travel
activities declines, the travel industry may be negatively affected which may in
turn cause a decline in the use or need for our services which will likely cause
a reduction in our revenues.
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Our success depends upon a number of factors relating to consumer spending,
including future economic conditions affecting disposable consumer income such
as employment, business conditions, interest rates, and tax rates. We can
provide no assurance that consumer spending in general or spending on
recreational travel activities in particular will not decline, thus negatively
affecting our future viability and profitability or that our business will not
suffer financially by future downturns in the travel industry.
If We Are Unable to Establish a Large User Base We May Have Difficulty
Attracting Advertisers to Our Web Site, Which May Affect Our Ability to Expand
Our Business Operations and Product Line.
An integral part of our business plan and marketing strategy requires us to
establish a large user base. Once we are able to establish a large user base and
a demand for our services, we will be able to attract advertisers to our web
site and possibly begin to generate advertising revenues. If for any reason our
web site is ineffective at attracting consumers or if we are unable to continue
to develop and update our web site to keep consumers satisfied with our service,
our user base may decrease and our ability to generate advertising revenues may
decline.
Our Market Is Characterized by Rapid Technological Change, and If We Fail to
Develop and Market New Technologies Rapidly, We May Not Become Profitable in the
Future.
The internet and the online commerce industry are characterized by rapid
technological change that could render our existing web site obsolete. The
development of our web site entails significant technical and business risks. We
can give no assurance that we will successfully use new technologies effectively
or adapt our web site to customer requirements or emerging industry standards.
If our management is unable, for technical, legal, financial, or other reasons,
to adapt in a timely manner in response to changing market conditions or
customer requirements, we may never become profitable which may result in the
loss of all or part of your investment.
If We Are Unable to Hire and Retain Key Personnel, Then We May Not Be Able to
Implement Our Business Plan.
We depend on the services of our sole officer and director and our success
depends on the continued efforts of such individual to manage our business
operations. At the present time, the President devotes approximately 10 hours
per week to the business affairs of the company. The loss of the services of the
President could have a negative effect on our business, financial condition and
results of operations. In addition, our success in expanding our business
operations is largely dependent on our ability to hire highly qualified
personnel. In addition, we may lose employees or consultants that we hire due to
higher salaries and fees being offered by competitors or other businesses in the
industry.
Nancy Reynold's Control May Prevent You from Causing a Change in the Course of
Our Operations and May Affect the Market Price of Our Common Stock.
Nancy Reynolds beneficially owns approximately 98.71% of our common stock.
Accordingly, for as long as Ms. Reynolds continues to own more than 50% of our
common stock, she will be able to elect our entire board of directors, control
all matters that require a stockholder vote (such as mergers, acquisitions and
other business combinations) and exercise a significant amount of influence over
our management and operations. Therefore, regardless of the number of our common
shares sold, your ability to cause a change in the course of our operations is
eliminated. As such, the value attributable to the right to vote is limited.
This concentration of ownership could result in a reduction in value to the
common shares you own because of the ineffective voting power, and could have
the effect of preventing us from undergoing a change of control in the future.
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You May Not Be Able to Liquidate Your Investment Since There Is No Assurance
That a Public Market Will Develop for Our Common Stock or That Our Common Stock
Will Ever Be Approved for Trading on a Recognized Exchange.
There is no established public trading market for our securities. After this
document is declared effective by the Securities and Exchange Commission, we
intend to seek a market maker to apply for a quotation on the OTC BB in the
United States. Our shares are not and have not been listed or quoted on any
exchange or quotation system. We cannot assure you that a market maker will
agree to file the necessary documents with the OTC BB, nor can there be any
assurance that such an application for quotation will be approved or that a
regular trading market will develop or that if developed, will be sustained. In
the absence of a trading market, an investor may be unable to liquidate its
investment, which will result in the loss of your investment.
"Penny Stock" Rules May Make Buying or Selling Our Common Stock Difficult.
Trading in our securities is subject to the "penny stock" rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker- dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their market price
and liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations
concerning the transfer of penny stock. These regulations require broker-dealers
to:
- Make a suitability determination prior to selling a penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.
We Do Not Expect to Pay Dividends and Investors Should Not Buy Our Common Stock
Expecting to Receive Dividends.
We have not paid any dividends on our common stock in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends.
USE OF PROCEEDS
The selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
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DETERMINATION OF OFFERING PRICE
Since our shares are not listed or quoted on any exchange or quotation system,
the offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in our Regulation D Rule 506 private placement in March 2003.
The offering price of the shares of our common stock has been determined
arbitrarily by us and does not necessarily bear any relationship to our book
value, assets, past operating results, financial condition or any other
established criteria of value. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. However,
there is no assurance that our common stock, once it becomes listed on a public
exchange, will trade at market prices in excess of the initial public offering
price as prices for the common stock in any public market which may develop will
be determined in the marketplace and may be influenced by many factors,
including the depth and liquidity of the market for the common stock, investor
perception of us and general economic and market conditions.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
PENNY STOCK CONSIDERATIONS
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The
broker-dealer must also make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for a
security that becomes subject to the penny stock rules.
SELLING SHAREHOLDERS
The shares being offered for resale by the selling stockholders consist of the
130,500 shares of common stock sold to a total of sixty eight investors in an
offering in June 2003 pursuant to an exemption from registration at Section 4(2)
of the Securities Act of 1933.
The following table sets forth the name of the selling stockholders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of September 10, 2003 and the number of shares of common stock being offered
by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of such
shares nor are the selling stockholders obligated to sell any shares immediately
upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
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Shares of
Name of selling stockholder Shares of common common Shares of common stock
Stock owned prior stock to be owned After offering
to offering(1) sold (1) Number Percent
- ----------------------------------------------------------------------------------------------------
Lester Glaser 2500 2500 0 0
Richard Glaser 2500 2500 0 0
Jason Margulies 1000 1000 0 0
Andrew Hesser 2500 2500 0 0
Christopher Kindig 1000 1000 0 0
Daniel Marmorstein 1000 1000 0 0
Joseph Barlow 2000 2000 0 0
Benjamin Barlow 2000 2000 0 0
Phillip Lyons 2500 2500 0 0
Janice Alter 1000 1000 0 0
Scott Shiffman 2500 2500 0 0
Scott W. Costin 2500 2500 0 0
Pearline M. Franco 2500 2500 0 0
Linda M. Rapkin 1000 1000 0 0
Allyn Jacobson 1000 1000 0 0
Shaun Siemer 1000 1000 0 0
Versie E. Thompson 1000 1000 0 0
Ross Thompson III 1000 1000 0 0
Marcia Oban 2500 2500 0 0
Steven Banks 1000 1000 0 0
Robert Gordon 2500 2500 0 0
Victor Rones 1000 1000 0 0
Carlos Chaverri 2500 2500 0 0
Judy Snow 2500 2500 0 0
Charlotte Guiberson 1000 1000 0 0
Elizabeth Cooper 1250 1250 0 0
Terry Cooper 1250 1250 0 0
Sean King 1500 1500 0 0
Janus King 1500 1500 0 0
Mark Kulkowitz 1000 1000 0 0
Mindy Brockman 1000 1000 0 0
Caroline Bowman 1000 1000 0 0
Steve Simmons 1500 1500 0 0
Amy Simmons 1500 1500 0 0
Scott Timmerman 1000 1000 0 0
Brian Reynolds 500 500 0 0
Inge Goldstein 2000 2000 0 0
Julie Guzy 1750 1750 0 0
Lisa Cohen 2000 2000 0 0
Jihad Ghanem 2500 2500 0 0
Martha Schiff 2500 2500 0 0
Daniel Reynolds 2500 2500 0 0
Rebecca Giles 250 250 0 0
Francis Giles 250 250 0 0
Shirley Ryan 250 250 0 0
Adam Ryan 250 250 0 0
Rebecca Ward 250 250 0 0
William Petersen 250 250 0 0
Dean Johnson 250 250 0 0
Alicia Prendergast 2500 2500 0 0
Sandra Reynolds 2500 2500 0 0
Roxanne Diaz 2500 2500 0 0
Charlene Jensen 2250 2250 0 0
David Close 2750 2750 0 0
Kerry Breissinger 2500 2500 0 0
Scott Rhodes 2000 2000 0 0
Charles Simmons 1000 1000 0 0
Charlene Jensen 2250 2250 0 0
Mark Spergel 2500 2500 0 0
Stephen J. McDonald 1000 1000 0 0
Stephen J. McDonald, Jr. 1000 1000 0 0
Harris Millman 2500 2500 0 0
Wilner Saint-Juste 2000 2000 0 0
David Simon 1000 1000 0 0
Ron Whitfield 1000 1000 0 0
Frank Greenberg 2500 2500 0 0
Ken Greenberg 25,000 25,000 0 0
Alvin Goldstein 2500 2,500 0 0
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PLAN OF DISTRIBUTION
The selling security holders may sell some or all of their shares at a fixed
price of $.10 per share until our shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market prices or privately negotiated prices. Sales
by selling security holder must be made at the fixed price of $.10 until a
market develops for the stock.
The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledgees) or through brokers or dealers who act solely as agents or may acquire
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices, which may be changed. The distribution of the shares may be effected in
one or more of the following methods:
o ordinary brokers transactions, which may include long or short sales,
o transactions involving cross or block trades on any securities or
market where our common stock is trading,
o purchases by brokers or dealers as principal and resale by such
purchasers for their own accounts pursuant to this prospectus,
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,
o through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
o any combination of the foregoing, or by any other legally available
means.
In addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers, dealers, or agents participating in the distribution of the shares may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We do not anticipate
that either our shareholders or we will engage an underwriter in the selling or
distribution of our shares.
We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $20,000.
LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened legal actions against us.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of September
11, 2003 are as follows:
NAME AGE POSITION
- ---- --- -------------------------------
Nancy Reynolds 38 President, Secretary, Treasurer
Set forth below is a brief description of the background and business experience
of our executive officers and directors for the past five years.
Nancy Reynolds has been the President and sole director of Travel Hunt Holdings,
Inc. since March 2003. Ms. Reynolds brings an extensive background of business,
team, and project management to her tenure with TravelHunt. From November, 2000
to April 2003 she was in the management with Chase Merchant Services where she
was responsible for the company's People Strategy. Her responsibilities included
managing initiatives around the corporate culture, managing change, employee
development, and performance management. Prior to working for Chase, from
September 1998 to November 2000, Ms. Reynolds was the Director of Training and
Employee Development for two mortgage companies in South Florida. From May 1990
to September 1997 Ms. Reynolds worked as Management with Citibank.
Ms. Reynolds holds a Bachelor of Arts degree in Sociology and Psychology from
San Jose State University.
Term of Office
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of August 8, 2003, and by
the officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
- -------------- ------------------- ------------------- --------
Common Stock Nancy Reynolds 10,000,000 98.71%
The percent of class is based on 10,130,500 shares of common stock issued and
outstanding as of September 10, 2003.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $ 0.001 per share and 10,000,000 shares of preferred stock at a par
value of $ 0.001 per share.
Common and Preferred Stock
As at the date of this registration statement, 10,130,500 shares of common stock
are issued and outstanding and held by 69 shareholders. Holders of our common
stock are entitled to one vote for each share on all matters submitted to a
stockholder vote.
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Holders of common stock do not have cumulative voting rights.
Therefore, holders of a majority of the shares of common stock voting for the
election of directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital stock issued
and outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Preferred Stock
Our articles of incorporation also provide that we are authorized to issue up to
10,000,000 shares of blank check preferred stock with a par value of $.001 per
share. As of the date of this prospectus, there are no shares of preferred stock
issued and outstanding. Our Board of Directors has the authority, without
further action by the shareholders, to issue from time to time the preferred
stock in one or more series for such consideration and with such relative
rights, privileges, preferences and restrictions that the Board may determine.
The preferences, powers, rights and restrictions of different series of
preferred stock may differ with respect to dividend rates, amounts payable on
liquidation, voting rights, conversion rights, redemption provisions, sinking
fund provisions and purchase funds and other matters. The issuance of preferred
stock could adversely affect the voting power or other rights of the holders of
common stock.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no options to purchase our securities outstanding. We may in the
future establish an incentive stock option plan for our directors, employees and
consultants.
INTERESTS 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 or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
9
The financial statements included in this prospectus and the registration
statement have been audited by Webb & Co., PA, certified public accountants, to
the extent and for the periods set forth in their report appearing elsewhere
herein and in the registration statement, and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided by the Florida Statutes
and our Bylaws. 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 controlling
persons in connection with the securities being 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 WITHIN LAST FIVE YEARS
We were incorporated on December 17, 1999 in the State of Florida under the name
Sleepy Hollow, Inc. On March 6, 2003 we filed articles of amendment in the State
of Florida changing our name to Travel Hunt Holdings, Inc.
Our wholly-owned subsidiary, Travelhunt, Inc. was organized as a corporation in
the State of Florida on December 17, 1999 under the name Visionary Trading
Group, Inc. On July 15, 2003, pursuant to a Stock Purchase Agreement and Share
Exchange between Travelhunt, Inc. and us, we acquired all of the shares of
Travelhunt, Inc. from the Travelhunt, Inc. shareholder in consideration for the
issuance of 1,000,000 shares of our common stock to the Travelhunt, Inc.
shareholder. Pursuant to the Agreement, Travelhunt became our wholly owned
subsidiary. The purpose for this merger with Travelhunt, Inc. was to acquire an
operating company which we believed has a successful business plan.
DESCRIPTION OF BUSINESS
We develop online interactive travel related products, called "travel hunts",
and provides users with new ways to experience travel destinations throughout
the world and provide travel related information to internet users as well as
providing them with the ability to organize a trip to a selected destination.
Through our website, the user can download a "travelhunt" and use that
"travelhunt" to tour the city. A "travelhunt" is a series of questions that the
user will use to direct themselves through the city they are visiting. We hope
to create strategic partnerships with travel companies and charge these travel
companies for advertisement banners on our website. The partnerships that
develop will enable us to grow our customer base and expand our business to
venues other than the Internet. The partnerships made will benefit us by
increasing exposure to our website to the consumers that view these sponsors'
web sites. We have currently secured a domain name, www.travelhunt.com, and
www.travelhunt.net and are working with a web site developer to develop a
functional and unique site that will keep users interested in our site. We
understand the importance of having a website that is pleasing to look at and
easy to navigate through. We have had no research and/or development
expenditures for the past two fiscal years.
We are a developmental stage company that is currently implementing its business
plan to become a fully integrated online provider of travel related products and
services combining four profit centers; publishing and sale of the Company's
proprietary TravelHunt brochures, customized TravelHunts designed around live
special events, online travel solutions, and online travel club.
10
Our business plan is focused on addressing the market opportunities created by
changes in the travel industry. We believe that we can accomplish this by
developing innovative ways to satisfy customers' need for an innovative,
convenient, comprehensive and personalized source of travel products, services
and information. We believe that the effective implementation of our business
plan will result in our position as a leading online provider of travel related
products and services.
TravelHunt is a guide that leads you to unique and interesting places, giving
you an interactive personalized tour of a city you won't find in a guidebook.
Travel Hunts are reasonably-priced products that allow the user to tour his own
city or another city capturing the true flavor, history and highlights that a
destination has to offer. TravelHunt will initially sell its products as an
"etailer" with a variety of downloadable PDF formatted products. Each
"travelhunt" may be downloaded from the Internet in PDF format. The "travelhunt"
will have a series of questions that when answered, the user is able to get a
true insider's view of what the destination has to offer, whether it be the
local sights, museums, great restaurants or nightlife. All the TravelHunt's, are
set up to allow a user to customize the "travelhunt" to his or her interests,
lifestyle and age but yet have an interactive, exciting and unique experience in
each city. We create and self publish our products, utilizing the Internet as a
platform for marketing and distributing of our products online as an "etailer"
under the domain name of www.TravelHunt.com.
We have established a technological Internet component through the development
of TravelHunt.com website which we intend to use as a platform to become a
leading on-line promoter, producer and operator of and for live interactive
travel related products, services and events in the South East region, and the
United States. This website's income will initially be derived from online sales
of TravelHunt brochures, sales from our travel club, and commissions from online
travel solutions and revenue from special live events. Our management team will
execute extensive cross-marketing promotional tie-ins with other media and
branded products, in corporate sponsorship campaigns setting new standards for
marketing travel related products and services on the Internet. After the
company has reached a critical mass and brand identity via the Internet, it will
seek traditional publishing and traditional distribution through retail venues.
Revenues expected from the sale of "travelhunts", include advertising sales to
related and cross-marketed entities, hotels, auto rentals, resorts, restaurants,
travel agents, theme parks, etc. Initial "travelhunts" will be developed for
Florida destinations, with scheduled additions of future hunts to include major
cities across North America.
The major areas of focus within the live event and entertainment industry
include music, arts and culture, community, charity, sports and family
entertainment. We believe that our growing leadership position in the industry
will enhance our ability to maximize ancillary sales opportunities, including
corporate sponsorship sales, advertising and product merchandising. Our Company
launch will be at our first live event in November 2003.
We expect that the TravelHunt travel planning and reservation system will be a
strong platform for industry innovation. We are designing our systems to meet
the expanding needs of the online travel consumer. Our website design is on a
carefully planned combination of commercial and proprietary tools, including the
following: Air, Car, Condo and Hotel Booking Engines available to the consumer
at no cost that have a lesser price point discount than the fee-based web site
travel benefits.
11
Our travel club membership provides the following fee-based travel benefits and
services, including access to the following:
1. Air, Car, Condo, and Hotel Booking Engines
2. CondoScape Booking Engine
3. Cruise Line Booking Engine
4. Weekly Cruise and Vacation Specials
5. Group Vacation and Cruise Booking Engine
We also will provide the following additional members services:
o Full-service travel center, 9 am to 6 PM weekdays
o Up to 50% off hotel program at over 14,000 hotels worldwide
o Up to 30% off car rental
o Up to 50% off cruises
o Lowest available airfare at time of booking
o Up to 70% off select resort condominiums
o Discount Attraction and Show Tickets
o Dedicated toll-free number
o Discounts on select travel-related products
o Western Union payment processing for cash customers
o Customized Vacation Packages
o Concierge Services
o Limousine Service Arrangements
o Trip Routing
o Destination Reports
o Customized Online Booking Engine
o Traveler's Cheques, for a fee, in the form of a tailored stored
value card
o Quarterly Newsletter online
o Electronic postcards
o Insurance Services
- Trip Interruption
- Baggage Insurance
- Travel Insurance.
Other than e-mail, game play is the #1 Internet activity. This unprecedented
demand will serve as a means of driving traffic to, and keeping viewers on our
web site. Our Internet game solutions will range from multiplayer online
interactive "travelhunt" games to iterations of easier-to-play family style
games with prizes to qualifying registered TravelHunt Internet members.
Our objective is to be the premier online provider of travel related products
and services by:
o Enhancing the consumer value proposition by offering unique TravelHunt
brochures and offer a complete travel planning solution;
o Establishing, Strengthening and expanding our strategic relationships;
o Aggressively developing our brand identity through high quality product and
service offerings, active marketing and promotional programs;
o Investing in leading technology to enhance our web site,
transaction-processing systems; and
o Becoming a recognized global brand and leader in the travel industry.
12
MANAGEMENT DISCUSSION AND ANALYSIS
Overview
We are a developmental stage company that is currently implementing its business
plan to become a fully integrated online provider of travel related products and
services combining four profit centers; publishing and sale of the Company's
proprietary TravelHunt brochures, customized TravelHunts designed around live
special events, online travel solutions, and online travel club.
Our business plan is focused on addressing the market opportunities created by
changes in the travel industry. We believe that we can accomplish this by
developing innovative ways to satisfy customers' need for an innovative,
convenient, comprehensive and personalized source of travel products, services
and information. We believe that the effective implementation of our business
plan will result in our position as a leading online provider of travel related
products and services.
No revenues have been generated to date and we expect limited revenues until we
raise additional funds and therefore we will continue to operate on a reduced
budget until such time. If we are unable to raise additional funds by fiscal
year end 2004 we may have to limit our operations to an extent not presently
determinable by management. Nancy Reynolds, our sole officer, director and
principal shareholder, has agreed that she will continue to cover the costs for
our operations until additional funds become available. Although we have no
commitments for capital, other than verbal assurances from Ms. Reynolds, we may
raise additional funds through:
- public offerings of equity, securities convertible into equity or
debt,
- private offerings of securities or debt, or
- other sources.
Our investors should assume that any additional funding will cause substantial
dilution to current stockholders. In addition, we may not be able to raise
additional funds on favorable terms, if at all.
PLAN OF OPERATIONS
Our plan of operations for the twelve months following the date of this
registration statement is to complete the following objectives within the time
period specified:
Complete the development of our corporate website. We have contracted with a web
design company and expect to launch our website and be fully operational by
October. We intend to bring the following product categories to the website.
* TravelHunts
* Travel solutions (airline, hotel, cruise, rental cars)
* The Travelhunt travel club
We intend to contract with the Pay pal system for handling credit cards and
charges for the Travelhunt website. We will not incur any direct cost in
implementing the Pay pal system. With the Pay pal service in place, we will
begin in October 2003 instituting our fee structure for travelhunt brochures,
travel club membership as follows:
* $29.95 for travelhunt brochures
* $49.95 for a twelve month membership to our travel club
13
To date, we do not offer any items nor have sold any items from our website. We
presently intend to complete the website and get it listed on major search
engines so we can begin building a market for our services and products. We
intent to participate in live special events and we plan to participate in a
minimum of one live event per quarter beginning in November 2003. We anticipate
that as we continue to add products over the next 12 months, that certain
products will begin producing more than others. We have direct link advertising
planned for the site, beginning in the fourth quarter of 2003 and continuing
through 2004, which is designed to bring new qualified visitor/customers
directly to the web site. We have not approached, negotiated or contracted with
any additional advertisers who will advertise on our web site during the fourth
quarter of 2003.
Completion of our plan of operation is subject to attaining adequate revenue. We
cannot assure investors that adequate revenues will be generated. In the absence
of our projected revenues, we may be unable to proceed with our plan of
operations. Even without significant revenues within the next twelve months, we
still anticipate being able to continue with our present activities, but we may
require financing to potentially achieve our goal of profit, revenue and growth.
Nancy Reynolds, our sole officer, director and principal shareholder has agreed
to provide financing to us in the future until we are able to receive additional
funding.
We anticipate that our operational as well as general and administrative
expenses for the next 12 months will total $ 45,320.00. The breakdown is as
follows:
Web Development $10,00.00
Legal/Accounting $7,500.00
Special live events $2,500.00
Computer/Host/supplies (Monthly) $ 50.00
Telecommunications/DSL (monthly) $ 60.00
General/Administrative (monthly) $2,000.00
Total Monthly $2,110.00
We do not anticipate the purchase or sale of any significant equipment. We also
do not expect any significant changes in the number of employees although
depending on business we may sub-contract with a sales and marketing entities to
undertake marketing on our behalf. At this time we have not entered into any
agreements or negotiations with a sales and marketing entities to undertake
marketing for us. The foregoing represents our best estimate of our cash needs
based on current planning and business conditions. The exact allocation,
purposes and timing of any monies raised in subsequent private financings may
vary significantly depending upon the exact amount of funds raised and status of
our business plan.
In the event we are not successful in reaching our initial revenue targets,
additional funds may be required and we would then not be able to proceed with
our business plan for the development and marketing of our core products and
services. Should this occur, we would likely seek additional financing to
support the continued operation of our business. We anticipate that depending on
market conditions and our plan of operations, we could incur operating losses in
the foreseeable future. We base this expectation, in part, on the fact that we
may not be able to generate enough gross profit from our advertising and new
products to cover our operating expenses.
Capital Resources and Liquidity.
As of July 31, 2003, we had $12,938 in cash. Our general and administrative is
expected to average $2,110 per month for the next 12 months.
14
We have plans to pay a salary of $500 per month to our sole officer and
employees for the next 12 months. We believe that we will have sufficient cash
to meet our minimum expenses for the next 12 months but we will be unable to
expand on our business unless we are successful in raising additional capital.
In addition, we will need to raise additional capital to continue or operations
past 12 months, and there is no assurance we will be successful in raising the
needed capital.
DESCRIPTION OF PROPERTY
Our executive offices are located at 3237 NE 10th Street #2, Pompano Beach,
Florida 33062.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We currently use space at 3237 NE 10th Street #2, Pompano Beach, Florida. We
lease such space from Nancy Reynolds, our President for no charge.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
Holders of Our Common Stock
As of the date of this registration statement, we had 67 registered
shareholders.
Rule 144 Shares
A total of 9,000,000 shares of our common stock are currently available for
resale to the public and in accordance with the volume and trading limitations
of Rule 144 of the Act. After August 2004 an additional 1,130,5000 shares of our
common stock will become available for resale to the public and in accordance
with the volume and trading limitations of Rule 144 of the Act In general, under
Rule 144 as currently in effect, a person who has beneficially owned shares of a
company's common stock for at least one year is entitled to sell within any
three month period a number of shares that does not exceed 1% of the number of
shares of the company's common stock then outstanding which, in our case, would
equal approximately 100,000 shares as of the date of this prospectus.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company's affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
15
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us from the date of our inception until September 4, 2003.
ANNUAL COMPENSATION LONG TERM COMPENSATION
ANNUAL COMPENSATION LONG TERM COMPENSATION
RESTRICTED OPTION
OTHER ANNUAL STOCKS/PAYOUTS SARS LTIP ALL OTHER
NAME TITLE YEAR SALARY BONUS COMPENSATION AWARDED ($) COMPENSATION COMPENSATION
---- ----- ---- ------ ----- ------------ ------- --- ------------ ------------
Nancy President
Reynolds Secretary
and Treasurer 2003 $0 0 0 0 0 0 0
None of our directors have received monetary compensation since our
incorporation to the date of this registration statement. We currently do not
pay any compensation to our sole director serving on our Board of Directors.
Stock Option Grants
We have not granted any stock options to our executive officers since our
incorporation.
Employment Agreements
We do not have an employment or consultant agreement with Ms. Nancy Reynolds,
our president, secretary and treasurer. Notwithstanding same, we have agreed to
pay Ms. Reynolds $500 per month commencing September 2003. Ms. Reynolds spends
approximately 25% of her time working for us.
AVAILABLE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company and are not necessarily
complete. We refer you to our registration statement and each exhibit attached
to it for a more complete description of matters involving us, and the
statements we have made in this prospectus are qualified in their entirety by
reference to these additional materials. You may inspect the registration
statement and exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
16
TRAVEL HUNT HOLDINGS, INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED)
AND 2002 (COMBINED)
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEETS AS OF JULY 31, 2003 (CONSOLIDATED)
AND 2002 (COMBINED)
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
JULY 31, 2003 (CONSOLIDATED) AND 2002 (COMBINED) AND
FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO
JULY 31, 2003 (CONSOLIDATED)
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR
THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO
JULY 31, 2003
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED
JULY 31, 2003 (CONSOLIDATED) AND 2002 (COMBINED) AND
FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO
JULY 31, 2003 (CONSOLIDATED)
PAGES 6 - 8 NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Travel Hunt Holdings, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Travel Hunt Holdings, Inc.
and Travel Hunt, Inc. (a development stage company) as of July 31, 2003
(consolidated) and 2002 (combined), and the related statements of operations,
changes in stockholders' equity and cash flows for the years ended July 31, 2003
(consolidated) and 2002 (combined) and for the period from December 17, 1999
(inception) to July 31, 2003 (consolidated). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Travel Hunt Holdings, Inc. and
Travel Hunt, Inc. (a development stage company) as of July 31, 2003
(consolidated) and 2002 (combined) and the results of its operations and its
cash flows for the years ended July 31, 2003 (consolidated) and 2002 (combined)
and for the period from December 17, 1999 (inception) to July 31, 2003
(consolidated) 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 5 to the
financial statements, the Company is in the development stage with no
operations. This raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning this matter are also described in
Note 5. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Boynton Beach, Florida
September 4, 2003
F-1
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JULY 31,
ASSETS
2003 2002
(Consolidated) (Combined)
-------------------- ------------------
CURRENT ASSETS
Cash $ 12,938 $ -
-------------------- ------------------
Total Current Assets 12,938 -
-------------------- ------------------
TOTAL ASSETS $ 12,938 $ -
==================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ - $ -
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none
issued and outstanding - -
Common stock, $0.001 par value, 100,000,000 shares authorized,
10,130,500 and 10,000,000 shares issued and outstanding, respectively 10,131 10,000
Additional paid in capital 12,720 (399)
Subscription receivable (9,001) (9,001)
Accumulated deficit during development stage (912) (600)
-------------------- ------------------
Total Stockholders' Equity 12,938 -
-------------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,938 $ -
==================== ==================
See accompanying notes to financial statements.
2
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For The Period From
For The Year December 17, 1999
Ended July 31, For The Year Ended (Inception) To
2003 July 31, 2002 July 31, 2003
(Consolidated) (Combined) (Consolidated)
------------------- ------------------- ---------------------
OPERATING EXPENSES
General and administrative $ 312 $ 200 $ 912
------------------- ------------------- ---------------------
Total Operating Expenses 312 200 912
------------------- ------------------- ---------------------
LOSS FROM OPERATIONS (312) (200) (912)
Provision for Income Taxes - - -
------------------- ------------------- ---------------------
NET LOSS $ (312) $ (200) $ (912)
=================== =================== =====================
Net loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00)
=================== =================== =====================
Weighted average number of shares outstanding
during the period - basic and diluted 10,011,930 10,000,000 10,053,354
=================== =================== =====================
See accompanying notes to financial statements.
3
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JULY 31, 2003
Preferred Stock Common Stock
Shares Amount Shares Amount
----------- ----------- ------------ -------------
Stock issued to founders for cash
($0.01 per share) - Travel Hunt Holdings, Inc. -- $ -- 9,000,000 $ 9,000
Stock issued to founders for cash
($0.000001 post consolidation per share)
- -Travel Hunt, Inc. 1,000,000 1,000
In-kind contribution of services -- -- -- --
Net loss for the period from December 17, 1999
(inception) to July 31, 2000 -- -- -- --
----------- ----------- ----------- -----------
Balance, July 31, 2000 (combined) -- -- 10,000,000 10,000
In-kind contribution of services -- -- -- --
Net loss, 2001 -- -- -- --
----------- ----------- ----------- -----------
Balance, July 31, 2001 (combined) -- -- 10,000,000 10,000
In-kind contribution of services -- -- -- --
Net loss, 2002 -- -- -- --
----------- ----------- ----------- -----------
Balance, July 31, 2002 (combined) -- -- 10,000,000 10,000
In-kind contribution of services -- -- -- --
Stock issued for cash ($0.10 per share) -- -- 130,500 131
Net loss, 2003 -- -- -- --
----------- ----------- ----------- -----------
BALANCE, JULY 31, 2003 (consolidated) -- $ -- 10,130,500 $ 10,131
=========== =========== =========== ===========
Accumulated
Deficit
Additional During
Paid-In Subscription Development
Capital Receivable Stage Total
------------ --------------- -------------- -------------
Stock issued to founders for cash
($0.01 per share) - Travel Hunt Holdings, Inc. $ -- $ (9,000) $ -- $ --
Stock issued to founders for cash
($0.000001 post consolidation per share)
- -Travel Hunt, Inc. (999) (1) -- --
In-kind contribution of services 200 -- -- 200
Net loss for the period from December 17, 1999
(inception) to July 31, 2000 -- -- (200) (200)
----------- ----------- ----------- -----------
Balance, July 31, 2000 (combined) (799) (9,001) (200) --
In-kind contribution of services 200 -- -- 200
Net loss, 2001 -- (200) (200)
----------- ----------- ----------- -----------
Balance, July 31, 2001 (combined) (599) (9,001) (400) --
In-kind contribution of services 200 -- -- 200
Net loss, 2002 -- (200) (200)
----------- ----------- ----------- -----------
Balance, July 31, 2002 (combined) (399) (9,001) (600) --
In-kind contribution of services 200 -- -- 200
Stock issued for cash ($0.10 per share) 12,919 -- -- 13,050
Net loss, 2003 -- -- (312) (312)
----------- ----------- ----------- -----------
BALANCE, JULY 31, 2003 (consolidated) $ 12,720 $ (9,001) $ (912) $ 12,938
=========== =========== =========== ===========
See accompanying notes to financial statements.
4
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For The Period From
December 17, 1999
For The Year Ended For The Year (Inception) To
July 31, 2003 Ended July 31, July 31, 2003
(Consolidated) 2002 (Combined) (Consolidated)
-------------------- ----------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (312) $ (200) $ (912)
Adjustments to reconcile net loss to net cash used
in operating activities:
In-kind contribution of services 200 200 800
-------------------- ----------------- -------------------
Net Cash Used In Operating Activities (112) - (112)
-------------------- ----------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
-------------------- ----------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 13,050 - 13,050
-------------------- ----------------- -------------------
Net Cash Provided By Financing Activities 13,050 - 13,050
-------------------- -----------------
NET INCREASE IN CASH 12,938 - 12,938
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - - -
-------------------- ----------------- -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,938 $ - $ 12,938
==================== ================= ===================
See accompanying notes to financial statements.
5
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED AND 2002 (COMBINED)
-----------------------------------------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------ -----------------------------------------------------------
(A) Organization
-----------------
Travel Hunt Holdings, Inc. (a development stage company) was incorporated
under the laws of the State of Florida on December 17, 1999.
Travel Hunt, Inc. (a development stage company) was incorporated under the
laws of the State of Florida on December 17, 1999.
We plan to provide online interactive travel related products, called
"travelhunts", and will provide users with new ways to experience travel
destinations throughout the world. We will also provide travel related
information to internet users and provide them with the ability to organize
a trip to selected destinations.
Activities during the development stage include developing the business
plan and raising capital.
(B) Basis of Presentation
--------------------------
The accompanying financial statements for 2003 are consolidated because
Travel Hunt Holdings, Inc. acquired 100% of the outstanding shares of
Travel Hunt, Inc. during 2003. The acquisition was accounted for using the
purchase method of accounting for entities under common control (See Note
2).
The accompanying financial statements for 2002 are combined because both
companies were beneficially owned by identical shareholders and chare
common management.
For purposes of these consolidated and combined financial statements,
Travel Hunt Holdings, Inc. and Travel Hunt, Inc. are referred to as the
"Company".
All material intercompany transactions and balances have been eliminated in
consolidation and combination.
(C) Use of Estimates
---------------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect
F-6
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED AND 2002 (COMBINED)
-----------------------------------------------------
the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reported period. Actual results could
differ from those estimates.
(D) Income Taxes
-----------------
The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. As of July 31,
2003, the Company has a net operating loss carryforward of approximately
$900 available to offset future taxable income through 2003. The valuation
allowance at July 31, 2002 was approximately $200. The net change in the
valuation allowance for the year ended July 31, 2003 was an increase of
$110.
(E) Loss Per Share
-------------------
Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of July 31, 2003 and
2002, there were no common share equivalents outstanding.
(F) Business Segments
----------------------
The Company operates in one segment and therefore segment information is
not presented.
(G) Revenue Recognition
------------------------
The Company recognizes revenue from internet advertising over the life of
the contract. The Company recognizes revenue from the sale of its products
and live events when the products are downloaded and the revenue is earned.
The Company recognizes revenue from the sale of membership fees at the time
of the sale.
F-7
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED AND 2002 (COMBINED)
-----------------------------------------------------
(H) New Accounting Pronouncements
----------------------------------
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting
For Certain Financial Instruments with Characteristics of both Liabilities
and Equity". SFAS No. 150 changes the accounting for certain financial
instruments with characteristics of both liabilities and equity that, under
previous pronouncements, issuers could account for as equity. The new
accounting guidance contained in SFAS No. 150 requires that those
instruments be classified as liabilities in the balance sheet.
SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable
shares, which the issuing company is obligated to buy back in exchange for
cash or other assets. A second type includes put options and forward
purchase contracts, which involves instruments that do or may require the
issuer to buy back some of its shares in exchange for cash or other assets.
The third type of instruments that are liabilities under this Statement is
obligations that can be settled with shares, the monetary value of which is
fixed, tied solely or predominantly to a variable such as a market index,
or varies inversely with the value of the issuer's shares. SFAS No. 150
does not apply to features embedded in a financial instrument that is not a
derivative in its entirety.
Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities of FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing
its own shares. This statement is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise shall be
effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of this pronouncement will not have a material
effect on the Company's financial position or results of operations.
NOTE 2 ACQUISITION AGREEMENT
- ------ ---------------------
On July 15, 2003, Travel Hunt Holdings, Inc. acquired all the outstanding
shares of Travel Hunt, Inc., an inactive Florida corporation with no assets
or liabilities for 1,000,000 common shares of the Company. The sole owner
of Travel Hunt, Inc. owns approximately 99% of the common stock of the
Company. The
F-8
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED AND 2002 (COMBINED)
-----------------------------------------------------
Company has accounted for the transaction as a combination of entities
under common control and accordingly, recorded the merger at historical
cost. Accordingly, all shares and per share amounts have been retroactively
restated. (See Note 1(b)
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------ ------------------------
(A) Stock Issued for Cash
--------------------------
During 1999, Travel Hunt Holdings, Inc issued 9,000,000 shares of common
stock to its founder for $9,000 ($0.001 per share).
During 1999, Travel Hunt, Inc issued 100 (1,000,000 post acquisition)
shares of common stock to its founder for $0.10 ($0.000001 per share post
acquisition).
During 2003, the Company issued 130,500 shares of common stock for $13,050
($0.10 per share).
(B) In-Kind Contribution
-------------------------
During 2000, the Company recorded additional paid in capital of $ 200 for
the fair value of services contributed to the Company by its president.
(See Note 4)
During 2001, the Company recorded additional paid in capital of $ 200 for
the fair value of services contributed to the Company by its president.
(See Note 4)
During 2002, the Company recorded additional paid in capital of $ 200 for
the fair value of services contributed to the Company by its president.
(See Note 4)
During 2003, the Company recorded additional paid in capital of $200 for
the fair value of services contributed to the Company by its president (See
Note 4).
NOTE 4 RELATED PARTY TRANSACTIONS
- ------ --------------------------
The President of the Company paid operating expenses and contributed
services with a fair value of $800 to the Company from inception (See Note
3).
NOTE 5 GOING CONCERN
- ------ -------------
As reflected in the accompanying financial statements, the Company is in
the development stage with no operations. This raises substantial doubt
about its ability to
F-9
TRAVEL HUNT HOLDINGS INC. AND TRAVEL HUNT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 (CONSOLIDATED AND 2002 (COMBINED)
-----------------------------------------------------
continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
Management believes that actions presently being taken to obtain additional
funding and implement its strategic plans provide the opportunity for the
Company to continue as a going concern.
F-10
TRAVEL HUNT HOLDINGS, INC.
130,500 Shares Common Stock
PROSPECTUS
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
September 4, 2003
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS II-1 Section 607.0850 of the
Florida Statutes provides for the indemnification of officers, directors,
employees, and agents. A corporation shall have power to indemnify any person
who was or is a party to any proceeding (other than an action by, or in the
right of, the corporation), by reason of the fact that he or she 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 liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
We have agreed to indemnify each of our directors and certain officers against
certain liabilities, including liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission $ 2.21
registration fee
Federal Taxes $ 0
State Taxes and Fees $ 0
Transfer Agent Fees $ 5,000.00
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 10,000.00
Blue Sky fees and expenses $ 0
Miscellaneous $ 0
Total $ 20,002.21
II-1
All amounts are estimates other than the Commission's registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Travel Hunt Holdings, Inc. was incorporated in the State of Florida on December
17, 1999 and 9,000,000 shares were issued to Shelley Simmons in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
"Act"). Such shares were issued to Shelley Simmons as founders shares as
compensation for payment of cash in the amount of $9,000.00 based on the par
value of the stock. Ms. Simmons subsequently sold all of such shares to Nancy
Reynolds at par value in March 2003.
In July 2003, we issued a total of 1,000,000 shares of our common stock to Nancy
Reynolds pursuant to the Stock Purchase Agreement and Share Exchange between us
and TravelHunt, Inc. Such shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933.
These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Ms. Simmons and Ms. Reynolds had the necessary
investment intent as required by Section 4(2) since he agreed to and received a
share certificate bearing a legend stating that such shares are restricted
pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that
these shares would not be immediately redistributed into the market and
therefore not be part of a "public offering." Based on an analysis of the above
factors, we have met the requirements to qualify for exemption under Section
4(2) of the Securities Act of 1933 for this transaction.
In July 2003, we issued a total of 130,500 shares of our common stock to 68
shareholders at a price per share of $.10 for an aggregate offering price of
$13,050. Such shares were issued in reliance on an exemption from registration
under Section 4(2) of the Securities Act of 1933. The following sets forth the
identity of the class of persons to whom we sold these shares and the amount of
shares for each shareholder:
Lester Glaser 2500
Richard Glaser 2500
Jason Margulies 1000
Andrew Hesser 2500
Christopher Kindig 1000
Daniel Marmorstein 1000
Joseph Barlow 2000
Benjamin Barlow 2000
Phillip Lyons 2500
Janice Alter 1000
Scott Shiffman 2500
Scott W. Costin 2500
Pearline M. Franco 2500
Linda M. Rapkin 1000
Allyn Jacobson 1000
Shaun Siemer 1000
Versie E. Thompson 1000
Ross Thompson III 1000
Marcia Oban 2500
Steven Banks 1000
Robert Gordon 2500
Victor Rones 1000
Carlos Chaverri 2500
Judy Snow 2500
Charlotte Guiberson 1000
Elizabeth Cooper 1250
Terry Cooper 1250
II-2
Sean King 1500
Janus King 1500
Mark Kulkowitz 1000
Mindy Brockman 1000
Caroline Bowman 1000
Steve Simmons 1500
Amy Simmons 1500
Scott Timmerman 1000
Brian Reynolds 500
Inge Goldstein 2000
Julie Guzy 1750
Lisa Cohen 2000
Jihad Ghanem 2500
Martha Schiff 2500
Daniel Reynolds 2500
Rebecca Giles 250
Francis Giles 250
Shirley Ryan 250
Adam Ryan 250
Rebecca Ward 250
William Petersen 250
Dean Johnson 250
Alicia Prendergast 2500
Sandra Reynolds 2500
Roxanne Diaz 2500
Charlene Jensen 2250
David Close 2750
Kerry Breissinger 2500
Scott Rhodes 2000
Charles Simmons 1000
Charlene Jensen 2250
Mark Spergel 2500
Stephen J. McDonald 1000
Stephen J. McDonald, Jr 1000
Harris Millman 2500
Wilner Saint-Juste 2000
David Simon 1000
Ron Whitfield 1000
Frank Greenberg 2500
Ken Greenberg 25,000
Alvin Goldstein 2500
These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Ms. Reynolds had the necessary investment intent as
required by Section 4(2) since he agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Articles of Incorporation and Amendments
3.2 By-Laws
5.1 Opinion of Anslow & Jaclin, LLP
10.1 Stock Purchase Agreement and Share Exchange
21 Subsidiaries
23.1 Consent of Webb Company, PA
II-3
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and Notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation From the low or high end of the estimated maximum
offering range may be reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(c) To 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.
2. 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 the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. 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, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Pompano
Beach, State of Florida on September 10, 2003.
By: /s/ Nancy Reynolds
---------------------------------
Nancy Reynolds
President, Chief Executive
Officer, Chief Financial
Officer and Chief Accounting
Officer
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Nancy Reynolds, true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof. In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following persons in the
capacities and on the dates stated.
By: /s/ Nancy Reynolds President, Chief Executive Officer, Dated: September 10, 2003
- ------------------------ Chief Financial Officer and
Nancy Reynolds Chief Accounting Officer
II-5