SEC File No. 333-118259
-----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITAL RESOURCE FUNDING, INC.
(NAME OF SMALL BUSINESS ISSUER IN OUR CHARTER)
North Carolina
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
7389 54-2142880
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
2212 Lantern Way Circle, Cornelius, North Carolina 28031
(704) 564-1676
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
David R. Koran
2212 Lantern Way Circle, Cornelius, North Carolina 28031
(704) 564-1676
(NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, 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 of 1933 registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 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
of 1933 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. [ ]
1
CALCULATION OF REGISTRATION FEE (1)(2)
Proposed
Proposed Maximum
Amount of Maximum Aggregate Amount of
Title of Securities Shares to be Offering Price Offering Registration
to be Registered Registered Per Share Price (1) Fee
- ------------------- ------------ --------------- ---------- ------------
$.001 par value
common stock 990,000 (1) $.25 (2) $ 247,500 $ 31.36
- ------------------- ------------ --------------- ---------- ------------
TOTALS 990,000 $ 247,500 $ 31.36
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee for the shares of the Selling Security Holders and the
resale of the shares that will be distributed as a dividend distribution to
shareholders of HairMax International, Inc., a Nevada corporation
("HairMax"). The sale of the shares of the Selling Security Holders and the
resale of the shares that are being distributed to the selling shareholders
of HairMax (the "HairMax Selling Security Holders") are being registered
pursuant to this Registration Statement. The registration fee for the
shares of the Selling Security Holders and the registration fee for the
shares of the HairMax Selling Security Holders are both based upon a value
of $.25.
(2) Our Selling Security Holders hold 790,000 of the shares, which we are
registering. These shares will be sold at $.25 until the shares are traded
on the Over-the-Counter Bulletin Board and thereafter at prevailing market
prices. HairMax holds 200,000 shares, which will be distributed as a
dividend distribution to the HairMax Selling Security Holders on the basis
of one share of our common stock for each ninety shares of HairMax common
stock. This spin-off of these shares is being registered pursuant to this
Registration Statement. In addition, the resale of the shares of the
HairMax Selling Security Holders is also being registered hereunder. The
shares of the HairMax Selling Security Holders will be sold at $.25 until
the shares are traded on the Over-the-Counter Bulletin Board and thereafter
at prevailing market prices.
The information in this prospectus is not complete and may be changed. The
Selling Security Holders and the HairMax Selling Security Holders 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.
We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a) may determine.
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SUBJECT TO COMPLETION, DATED OCTOBER 25, 2004
CAPITAL RESOURCE FUNDING, INC.
990,000 shares of Common Stock
Our Selling Security Holders are offering 790,000 shares of our common stock for
sale. In addition, HairMax is distributing 200,000 shares of our common stock
as a dividend distribution to the shareholders of HairMax of record as of July
16, 2004 on the basis of one share of our common stock for each ninety shares of
HairMax common stock. Fractional shares will not be distributed. Finally, the
HairMax Selling Security Holders are offering 200,000 shares of our common stock
for resale which they will receive in the dividend distribution.
HairMax is an unrelated corporation organized under the laws of the state of
Nevada, whose shares of common stock trade on the Over-The-Counter Bulletin
Board. It has approximately thirty-seven shareholders, not counting the shares
held in "street name" by Cede & Co. Since 1998, it has concentrated operations
primarily on the home and commercial cleaning, and beauty salon services
industries. HairMax has entered into an agreement with us pursuant to which we
have transferred 200,000 shares of our restricted common stock to HairMax in
return for HairMax's agreement to offer our services to its commercial
customers. In addition to the shares of common stock, HairMax is entitled to
50% of the revenues generated from every referral made by HairMax. As part of
our arrangement with HairMax, it has agreed to distribute the 200,000 shares of
our common stock as a dividend to its shareholders.
One of the Selling Security Holders is Greentree Financial Group, Inc., a
Florida corporation and consultant to us ("Greentree"), which is offering all of
its shares of common stock for sale under this prospectus. The other Selling
Security Holder is David R. Koran, our Chairman and President, who is offering
3% of his shares of common stock for sale under this prospectus. Greentree is
registering its shares for sale because it is a service provider to, rather than
a long term investor in, our Company. Mr. Koran is registering his shares for
sale because he does not currently draw a salary and would like to generate some
income through the sale of a small amount of stock. The HairMax Selling
Security Holders are the shareholders of record as of July 16, 2004, the record
date for the dividend distribution of 200,000 shares of our common stock to
shareholders of HairMax.
None of the proceeds of this offering will go to the company. In addition, no
market currently exists for our stock. Finally, as a result of this offering,
HairMax and the HairMax Selling Security Holders would be deemed to be statutory
underwriters within the meaning of Section 2(a)(11) of the Securities Act of
1933, as amended.
HairMax shareholders are not required to take any action to receive their shares
of our common stock. No consideration need be paid by the holders of HairMax
shares for our shares. In addition, no fractional shares will be distributed.
The dividend distribution shall take place no later than October 31, 2004.
3
The Selling Security Holders and the HairMax Selling Security Holders will sell
their shares at $0.25 until the shares are traded on the Over-the-Counter
Bulletin Board and thereafter at prevailing market prices. We will pay all
expenses of registering the securities.
Upon effectiveness of this Registration Statement, we plan to pursue quotation
of our common stock on the Over-The-Counter Bulletin Board. First, we would
retain the services of an SEC approved Transfer Agent to keep our stock books
and records and handle transactions in our shares. Next, we intend to select
and work with a market maker to submit an application to the National
Association of Securities Dealers, Inc. in order have our shares approved for
quotation on the Over-The-Counter Bulletin Board. There can be no assurance
that we will find a market maker willing to work with us, or that our
application will be accepted or that our common stock will be approved for
quotation, and this application process can take several months. If successful,
we would then attempt to acquire additional market makers to make a market in
our stock so that active trading could begin. Again, there can be no assurances
that active trading, or any trading, will ever occur for our common stock. In
the event that we are unsuccessful in developing a relationship with a market
maker or makers, we will have to re-evaluate our plans to pursue quotation of
our shares on the Over-The-Counter Bulletin Board.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 9.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. Our
Selling Security Holders and the HairMax Selling Security Holders 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 preliminary prospectus is October 25, 2004.
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TABLE OF CONTENTS
Part I - Prospectus Information Page
1. Front Cover Page of Prospectus 1
2. Inside Front and Outside Back Cover Pages of Prospectus 3
3. Summary Information 6
Risk Factors 10
4. Use of Proceeds 17
5. Determination of Offering Price 17
6. Dilution 17
7. Selling Security Holders and HairMax Selling Security Holders 17
8. Plan of Distribution 21
9. Legal Proceedings 23
10. Directors, Executive Officers, Promoters and Control Persons 24
11. Security Ownership of Certain Beneficial Owners and Management 26
12. Description of Securities 28
13. Experts 28
14. Disclosure of Commission Position on Indemnification
For Securities Act Liabilities 28
15. Transactions Within Last Five Years 29
16. Description of Business 30
17. Management's Discussion and Analysis 34
18. Description of Property 41
19. Information Concerning HairMax 41
20. Federal Income Tax Consequences of the HairMax Distribution 44
21. Certain Relationships and Related Transactions 45
22. Market for Common Equity and Related Stockholder Matters 46
23. Executive Compensation 48
24. Financial Statements 49
25. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure 69
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ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
PROSPECTUS SUMMARY
OUR COMPANY.
We were incorporated in North Carolina on February 2, 2004 to engage in the
business of commercial finance brokerage and consulting. We are currently
engaged and plan to continue in the commercial finance brokerage and consulting
business. Our executive offices are currently located at the residence of our
President, Mr. David R. Koran, 2212 Lantern Way Circle, Cornelius, NC 28031. Our
telephone number is (704) 564-1676. We are authorized to issue common stock.
Our total authorized common stock consists of 100,000,000 shares of which
10,990,000 shares are issued and outstanding. We are also authorized to issue up
to 10,000,000 shares of convertible preferred stock, of which none are issued
and outstanding.
Our company has a strategic alliance agreement with HairMax International,
Inc. ("HairMax"), pursuant to which our services will be offered to the
commercial customers of HairMax with a 50/50 revenue split on every referral
made by HairMax that results in business. In consideration for the referral
services to be provided by HairMax, the latter will be issued 200,000 shares of
our restricted common stock, representing, representing 1.8% of the total number
of shares outstanding as of October 22, 2004. HairMax has agreed to make a
registered dividend distribution of our shares to its shareholders pursuant to
this prospectus on the basis of one share of Capital Resource Funding, Inc.
common stock for each ninety shares of HairMax common stock owned. The number
of holders of Hairmax's common stock as of July 16, 2004, the record date for
the distribution, was thirty-seven, not counting those shares held in "street
name" by Cede & Co.
OUR BUSINESS.
We have acted and intend to continue to act as a broker for commercial
finance transactions. The different types of commercial financing that we broker
are: Commercial Mortgages, Asset-Based Lines of Credit, Commercial Leasing,
Accounts Receivable Financing (also known as "Factoring") and Purchase Order
Financing. The brokering of commercial mortgages involves initial client contact
to help assess and articulate their funding needs, gathering of all necessary
documentation and submitting it to one or more funding sources for formal
underwriting and approval and a closing at which we get paid a commission. A
typical example of a commercial mortgage that we would try to broker is a loan
to purchase a building to operate a business such as an import/export company.
This client may purchase a warehouse facility to operate certain offices out of
and ship goods in and out of. Once an anticipated commercial mortgage
transaction closes, we would be paid a brokering commission from the funding
source that typically amounts to 1% of the loan amount.
The brokering of asset-based lines of credit involves initial contact with the
client to assess and articulate their funding needs, gathering of all necessary
documentation and submitting the documentation to one or more suitable funding
sources for approval. After the closing, we would be paid a commission by the
funding source that typically amounts to .5% to 1% of the loan amount. A
typical example of an asset-based line of credit that we would try to broker is
a working capital loan that is secured by inventory and/or receivables. For
example, a manufacturing company may need a line of credit and must secure the
credit line with inventory and/or accounts receivables to qualify. Once each
anticipated asset-based line of credit is closed and funded, we would be paid a
brokering commission from the funding source, as mentioned above.
6
The brokering of commercial leases involves initial contact with the client to
assess and articulate their current funding need, gathering of all necessary
documentation and submitting the loan proposal to one or more funding sources
for formal underwriting and approval. A typical example of a commercial lease
that we would try to broker is a company that is in need of certain equipment to
operate their business and chooses to lease the equipment over a set period of
time instead of purchasing the equipment, such as, a construction company that
needs several dump trucks. Once each anticipated commercial lease transaction is
closed, we would be paid a brokering commission from the funding source that is
typically .5%-1% of the loan amount.
The brokering of accounts receivable financing/factoring involves initial
contact with the client to assess and articulate their funding needs, gathering
of all necessary documentation and submitting a proposal to one or more funding
sources for underwriting and approvalA typical example of an accounts receivable
financing or factoring transaction that we would try to broker is a company that
is in need of speeding up the collection of cash flow that is inherent in their
accounts receivable. They borrow against a certain percentage of their
receivables, which are secured, and the loan stays in place for as long as it is
necessary. Accounts receivable lenders or factors will typically advance 80-85%
of the current submitted accounts receivables and they also manage the
collections for a fee. The typical fee for this type of financing is generally
between 1-8% of each invoice. This financing fee is often referred to as the
"discount" fee. The higher the total monthly volume of invoices that are
financed/factored, the lower the financing/discount fee. Once each anticipated
accounts receivable financing or factoring transaction is closed and funded we
would typically be paid a brokering commission from the funding source in which
our proposed commission is typically 10% - 15% of the total monthly
financing/discount fees. For these transactions, as long as the client company
is submitting receivables for funding, we would be paid a commission. It is our
current understanding that companies that use accounts receivable financing or
factoring continue with this financing for 1-3 years on average. The typical
funding contract for a hypothetical accounts receivable financing or factoring
transaction will have a minimum 1 year term requirement. Thus, we anticipate
each transaction of this type to pay monthly commissions for 1-3 years, if and
when we have secured the brokerage assignment.
The brokering of purchase order financing involves initial contact with the
client to assess and articulate their funding needs, gathering of all necessary
documentation and submitting a proposal to one or more funding sources for
underwriting and approval. A typical example of purchase order financing that we
would try to broker might involve a company that has a purchase order or number
of purchase orders and is in need of securing the funds necessary to fill each
order. This could be a manufacturing company that received a large purchase
order that requires a significant outlay of funds for supplies to start
production. A purchase order financing company will look at each purchase order
and any supporting agreements along with a cost breakdown and consider advancing
the funds that are needed to fill each order. Once each anticipated purchase
order financing transaction is closed and funded, we would be paid a brokering
commission from the funding source which would be .5%-1% of each purchase order
funded.
7
In performing these brokering services, we have and propose to represent
the client business in all aspects of assisting with the assessment of funding
needs and qualifications, and identifying and making presentations to the most
suitable funding source. To date, we have successfully brokered four financing
transactions totaling $9,183 in fees, consisting of two mortgage transactions
totaling $3,044, five monthly broker fees for one factoring transaction and one
broker fee in connection with a commercial lease transaction. Therefore, we
have only received fees in connection with four closed transactions to date.
David Koran is the key employee of our Company, and he devotes
approximately 25 hours per week to developing and operating our business. Laura
Koran, the spouse of David Koran, is the Chief Financial Officer, Secretary and
a Director of our Company, and she owns 150,000 shares of our common stock.
Steve Moore is the Chief Operating Officer and a Director of our Company, and he
owns 75,000 shares of our common stock. Finally, Richard Koran is the Vice
President and a Director of our Company, and he owns 75,000 shares of our common
stock. He is also the father of David Koran. David Koran has complete control
over the Company, inasmuch as he is Chairman, Chief Executive Officer and a
Director, and he owns 10,000,000 shares of common stock, representing 91% of
outstanding and issued shares of common stock.
Our Company has limited assets and is dependent on obtaining additional
equity or debt financing in the near future in order to be able to continue its
operations. We believe that such financing may be available, based upon our
experience of obtaining a bank line of credit to date, so that we may have the
opportunity to continue our operations and implement our business plan.
However, our business plan is not unique. There are thousands of competitors in
the United States doing exactly what we do and what we propose to do. And there
are no barriers to competition to prevent the entry of more such competitors.
OFFERING.
As of October 22, 2004, we had 10,990,000 shares of our common stock
outstanding. This offering is comprised of a registered securities offering by
the Selling Security Holders, a registered dividend distribution of 200,000
shares of our common stock to holders of HairMax common stock and a registered
securities offering by the HairMax Selling Security Holders of the shares of
common stock which they received in the dividend distribution. The amount of
shares offered by the Selling Security Holders equals 790,000 shares, the amount
of shares offered by the HairMax Selling Security Holders equals 200,000 shares,
and both the Selling Security Holders and the HairMax Selling Security Holders
will sell their shares at $0.25 until the shares are traded on the
Over-the-Counter Bulletin Board and thereafter at prevailing market prices.
200,000 shares of our common stock have been issued as a dividend distribution
to shareholders of HairMax of record as of July16, 2004 on the basis of one
share of our common stock for each ninety shares of HairMax common stock. No
fractional shares were distributed.
8
Because of Hairmax's role and the role of the HairMax Selling Security
Holders in the distribution, they would be deemed to be "statutory underwriters"
within the meaning of Section 2(11) of the Securities Act. HairMax and the
HairMax Selling Security Holders have advised us that they will comply with the
prospectus delivery requirements that would apply to a statutory underwriter in
connection with the dividend distribution and sale of our shares. Further,
HairMax and the HairMax Selling Security Holders have acknowledged that they are
familiar with the anti-manipulation rules of the SEC, including Regulation M.
These rules may apply to sales by HairMax and the HairMax Selling Security
Holders in the market if a market develops. However, HairMax will not own any
shares of our company after the distribution and has no plans for future sales
or purchases.
Regulation M prohibits any person who participates in a distribution from
bidding for or purchasing any security which is the subject of the distribution
until the entire distribution is complete. It also prohibits sales or purchases
to stabilize the price of a security in the distribution.
We have paid all estimated expenses of registering the securities. Although
we will pay all offering expenses, we will not receive any proceeds from the
sale of the securities. Our offering expenses are approximately $24,441 which
has partly been paid from the $100 in proceeds from the sales of our common
stock to our President and a $15,000 unsecured line of credit with an unrelated
bank.
TAX CONSEQUENCES OF THE HAIRMAX DISTRIBUTION
Dividends and distributions received are taxable as ordinary income for
federal income tax purposes pursuant to Section 311 of the Internal Revenue Code
provided that HairMax has current or accumulated earnings and profits. The fair
market value of our common stock will be established by trading that develops
immediately subsequent to the HairMax distribution. As of September 30, 2004,
the taxable dividend value of each of our shares to be distributed to HairMax
shareholders was ($0.004). This was arrived at by taking our shareholders'
equity of ($48,008) at September 30, 2004, and dividing that amount by the
number of our outstanding shares on September 30, 2004 of 10,990,000.
The foreign, state and local tax consequences of receiving the distribution
may differ materially from the federal income tax consequences described above.
Shareholders should consult their tax advisor about their own particular
situation.
FINANCIAL SUMMARY INFORMATION
-----------------------------
Because this is only a financial summary, it does not contain all the financial
information that may be important to you. You should also read carefully all the
information in this prospectus, including the financial statements and their
explanatory notes.
9
For the period from For the period from
inception (February 2, inception (February 2, 2004)
Statements of Operations 2004) through May 31, 2004 through September 30, 2004
- ------------------------ -------------------------- ----------------------------
Revenues $ 4,257 $ 9,183
- ------------------------ -------------------------- ----------------------------
Cost of Sales $ -0- $ -0-
- ------------------------ -------------------------- ----------------------------
Gross profit $ 4,257 $ 9,183
- ------------------------ -------------------------- ----------------------------
Operating expenses $ 4,056 $ 233,859
- ------------------------ -------------------------- ----------------------------
Income (loss) from operations $ 201 $ (224,676)
- ------------------------ -------------------------- ----------------------------
Other expense, net $ -0- $ 944
- ------------------------ -------------------------- ----------------------------
Net income (loss) $ 201 $ (225,620)
- ------------------------ -------------------------- ----------------------------
Net income per common share Less than $.01 $ (.02)
- ------------------------ -------------------------- ----------------------------
Balance Sheets As of May 31, 2004 As of September 30, 2004
- ------------------------ -------------------------- ----------------------------
Available cash $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Total current assets $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Other assets $ -0- $ -0-
- ------------------------ -------------------------- ----------------------------
Total Assets $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
Current liabilities $ -0- $ 52,279
- ------------------------ -------------------------- ----------------------------
Total liabilities $ -0- $ 52,279
- ------------------------ -------------------------- ----------------------------
Stockholders equity (deficit) $ 4,243 $ (48,088)
- ------------------------ -------------------------- ----------------------------
Total liabilities and
stockholder's equity $ 4,243 $ 4,191
- ------------------------ -------------------------- ----------------------------
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES
A HIGH DEGREE OF RISK. WE CANNOT ASSURE THAT WE WILL EVER GENERATE REVENUES,
DEVELOP OPERATIONS, OR MAKE A PROFIT.
OUR LIMITED OPERATING HISTORY AND LACK OF REVENUES MAKES EVALUATING OUR BUSINESS
AND PROSPECTS DIFFICULT
10
While our competitors have operated commercial finance brokering firms for a
significant period of time, we have only had limited operations and a lack of
revenues since our inception on February 2, 2004. As a result, we have a limited
operating history upon which you can evaluate us and our prospects. In addition,
we show a loss of $225,620 for the period from inception (February 2, 2004)
through September 30, 2004, without paying any salary to the principal.
WE HAVE INCURRED LOSSES FROM OPERATIONS AND LIMITED CASH THAT RAISES SUBSTANTIAL
DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.
Our cash flows used in operations were ($12,351) for the period from inception
(February 2, 2004) through September 30, 2004. We have incurred a net loss of
($225,620) during this same period. During this time, we also incurred certain
expenses that did not use cash. For example, our officer and majority
shareholder paid $3,942 in our business expenses on our behalf, including rent
and website development expenses. Cash flows generated by financing activities
were $16,542 for the period from inception (February 2, 2004) through September
30, 2004.
SEASONAL ECONOMIC FLUCTUATIONS IN THE COMMERCIAL FINANCE BROKERAGE BUSINESS
ADVERSELY IMPACT OUR REVENUES, CAUSE CUT BACKS IN OUR OPERATIONS AND MAY IMPEDE
FUTURE GROWTH.
The commercial finance brokerage business is subject to seasonal fluctuations.
Historically, the commercial finance industry is known to have seasonal
fluctuations in the 4th quarter. Therefore, we expect to experience periods
where a lack of revenue may adversely effect our operations. For example, an
extended period of lack of revenue may cause us to cut back on our operations
which may impede any future growth.
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN THE FINANCIAL SERVICES MARKET
BECAUSE OF OUR SIZE.
The market for small business financial services is competitive, rapidly
evolving, fragmented, and highly sensitive to new product introductions and
marketing efforts by industry participants. Increased competition for services
similar to our brokering services could lower the Company's market share and
negatively impact its business and stock price. We face primary competition
from a number of companies that offer commercial finance brokering services
primarily through an internet presence only. Although we have implemented a
business plan designed to take advantage of market opportunities, we cannot be
certain that our competitors will not develop similar marketing strategies and
implement them with greater success, particularly given their greater size.
WE HAVE HAD LIMITED REVENUE GROWTH AND MAY NOT BE ABLE TO ACHIEVE GROWTH IN ITS
REVENUES IN THE FUTURE.
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It is possible that our business will not grow in the future, or that its costs
and expenses will increase. We cannot guarantee that we will continue to be
profitable.
OUR COSTS OF DOING BUSINESS MAY INCREASE SIGNIFICANTLY WHEN AND IF OUR BUSINESS
VOLUME INCREASES, WHICH COULD HAVE A NEGATIVE IMPACT ON OVERALL PROFITABILITY.
An increased business volume would require, among other things, a full-time
commitment from Mr. Koran, and additional support staff could be required.
Currently, Mr. Koran does not draw a salary nor does our Company pay for any of
his personal expenses such as telephone, travel, automobile mileage and
entertainment of referral sources. We would anticipate reimbursing Mr. Koran
for all of these expenses in the event that our business volume increased
significantly. This could have a negative impact on overall profitability,
which impact could be offset by additional revenue.
OUR BUSINESS STRATEGY INCLUDES FORMING NEW MARKETING RELATIONSHIPS WITH OTHERS
AND A FAILURE TO ACCOMPLISH THIS STRATEGY MAY ADVERSELY IMPACT OUR CUSTOMER BASE
AND REVENUE GROWTH.
We currently rely upon a web presence and individual referral sources for our
business. We recognize the importance of forming direct marketing partnerships
with other companies with complementary services. Failure to develop marketing
partnerships may adversely impact out ability to grow our business model.
BECAUSE IT IS NOT DIFFICULT TO ENTER OUR INDUSTRY, WE EXPECT INCREASED
COMPETITION WHICH COULD HARM OUR BUSINESS.
The commercial finance brokerage industry is very competitive. Increased
competition is likely from both existing competitors and new entrants into our
existing or future markets. We believe it is not very difficult to enter into
business in our industry. Our competitors have significant advantages, and our
future competitors may also have advantages, including:
- established referral network and name recognition;
- substantially greater resources and market presence;
- better customer service and technological expertise;
- additional personnel;
- the ability to devote greater resources to marketing;
- longer operating histories; and
- larger and more established customer bases.
12
TO GROW OUR BUSINESS, WE PLAN TO LAUNCH A MARKETING CAMPAIGN TO BUILD NAME
RECOGNITION AND SEEK COMPLEMENTARY MARKETING PARTNERSHIPS WITH ACCOUNTING FIRMS
AND COMMERCIAL BANKS. THERE CAN BE NO ASSURANCES WE WILL HAVE THE FUNDS
NECESSARY TO PURSUE OUR MARKETING CAMPAIGN OR THAT IT WILL SUCCEED IN GENERATING
REVENUE GROWTH FOR OUR COMPANY, EITHER OF WHICH WILL NEGATIVELY IMPACT OUR
RESULTS OF OPERATIONS.
To carry out our growth strategies, we plan to launch a marketing campaign to
build name recognition and seek complementary marketing partnerships with
accounting firms and commercial banks. An inability to launch a successful
marketing campaign and secure key marketing partnerships, may negatively affect
our financial results and our ability to grow. We cannot guarantee that we will
be able to identify and fund the proper marketing efforts that will yield
produce any revenue growth.
MANY OF THE COMPANIES THAT WE PLAN TO TARGET FOR STRATEGIC MARKETING AND
CUSTOMER BUSINESS, SUCH AS BANKS, OPERATE IN A HIGHLY REGULATED INDUSTRY WHICH
COULD ADVERSELY IMPACT OUR FREEDOM TO CONDUCT BUSINESS.
Although our business is not highly regulated, we plan to offer our services to
banks. The banking industry is highly regulated and subject to supervision by
several federal and/or state governmental regulatory agencies. If bank
regulations change or if new regulations are adopted to regulate the financing
of small business accounts receivable, our business, financial condition and
results of operations could be materially adversely affected.
WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK
To date, we have not paid any dividends on our common stock. We do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. Any payment of future dividends and the amounts thereof will depend upon
our earnings, financial requirements and other factors deemed relevant by our
board of directors.
IF OUR COMMON STOCK BECOMES TRADEABLE ON THE OVER-THE-COUNTER BULLETIN BOARD,
SALES OF OUR COMMON STOCK BY OUR PRINCIPAL SHAREHOLDER COULD AFFECT THE LEVEL OF
PUBLIC INTEREST IN OUR COMMON STOCK AS WELL AS DEPRESS ITS PRICE.
13
By the filing of this registration statement with the Commission, we are
attempting to register 990,000 shares of our common stock held by two selling
shareholders, including the dividend distribution from HairMax. If this
registration statement is declared effective, the selling shareholders, by
delivery of the prospectus included within this registration statement, will be
able to sell their registered shares at $.25 per share until trading begins on
the OTC Bulletin Board, and thereafter at negotiated prices. If our common stock
becomes tradable on the Over the Counter Bulletin Board, prospective purchasers
will be able to purchase our common stock in the open market. Greentree
Financial Group, Inc. and David Koran will be able to sell the shares covered by
this prospectus on the open market. In addition, because our principal
stockholder, David Koran, owns approximately 91% of our common stock he may
dispose of a substantial percentage of his stock after a one-year holding period
subject to the limitations of Rule 144 under the Securities Act of 1933, as
amended. In general, these limitations impose a maximum sale requirement equal
to the greater of an amount during the preceding three months of 1% of our
outstanding shares or an amount equal to the average weekly reported volume of
trading in our common stock on all national securities exchanges and/or reported
through the automated quotation system of a registered securities association
during the four calendar weeks preceding the filing of a Rule 144 notice. In
addition, there are manner of sale and other requirements imposed by Rule 144.
If substantial amounts of any of these shares are sold either on the open market
or pursuant to Rule 144, there may be downward price pressures on our common
stock price, causing the market price of our common stock to decrease in value.
In addition, this selling activity could:
o Decrease the level of public interest in our common stock;
o Inhibit buying activity that might otherwise help support the market
price of our common stock; and
o Prevent possible upward price movements in our common stock.
THERE IS A RISK THAT OUR SHARES MAY NOT BECOME QUOTED ON THE OVER-THE-COUNTER
BULLETIN BOARD IN THE NEAR FUTURE, IN WHICH CASE THERE MAY BE NO TRADING MARKET
FOR OUR SHARES, OR WE MAY HAVE TO CONSIDER ALTERNATIVES SUCH AS APPLYING TO LIST
THEM FOR QUOTATION ON THE NATIONAL QUOTATION BUREAU'S PINK SHEETS, WHICH IS
CONSIDERED TO BE A LESS LIQUID TRADING MARKET, AND THE PRICE PER COMMON SHARE
COULD BE NEGATIVELY AFFECTED BY SUCH A LISTING.
We anticipate reaching an agreement with a market maker to assist us in filing a
15c-211 application to the NASD, Inc. to have our common shares quoted on the
Over-The-Counter Bulletin Board. We would hope to successfully complete that
application process. Thereafter, we hope that additional market makers would
make a market in our common stock. However, there can be no assurances that any
of these steps will occur, and we may be unable to become listed on the OTC
Bulletin Board. At such point, there would be no established trading market for
our shares. From there, we may have to consider other alternatives, such as the
possibility of listing the shares for trading on the National Quotation Bureau's
Pink Sheets, which is considered to be a less liquid trading market, and the
price per common share could be negatively affected by such a listing.
THERE IS NO TRADING MARKET FOR OUR SHARES OF COMMON STOCK AND YOU MAY BE UNABLE
TO SELL YOUR SHARES.
14
There is not, and has never has been a trading market for our securities. There
is no established public trading market or market maker for our securities.
There can be no assurance that a trading market for our common stock will be
established or that, if established, a market will be sustained.
OUR LACK OF AN ESTABLISHED BRAND NAME AND RELATIVE LACK OF RESOURCES COULD
NEGATIVELY IMPACT OUR ABILITY TO EFFECTIVELY COMPETE IN THE FINANCIAL BROKERAGE
MARKET.
We do not have an established brand name or reputation to successfully sell
commercial funding programs. We also have a relative lack of resources to
conduct our business operations. Thus, we may have difficulty effectively
competing with companies that have greater name recognition and resources than
we do. Presently, we have no patents, copyrights, trademarks and/or service
marks that would protect our brand name or our proprietary information, nor do
we have any current plans to file applications for such rights. Our inability to
promote and/or protect our brand name may have an adverse effect on our ability
to compete effectively in the commercial finance industry.
WE HAVE SUBSTANTIAL NEAR-TERM CAPITAL NEEDS; WE MAY BE UNABLE TO OBTAIN THE
ADDITIONAL FUNDING NEEDED TO ENABLE US TO OPERATE PROFITABLY IN THE FUTURE.
We will require additional funding over the next twelve months to develop our
business estimated to be equal to $1,000. Presently, we have only $4,191 worth
of liquid assets with which to pay our expenses. Accordingly, we will seek
outside sources of capital such as conventional bank financing; however, there
can be no assurance that additional capital will be available on favorable terms
to us. If adequate funds are not available, we may be required to curtail
operations or to obtain funds by entering into collaboration agreements on
unattractive terms.
In addition, we have no credit facility or other committed sources of capital
sufficient to fund our business plan. We may be unable to establish credit
arrangements on satisfactory terms. If capital resources are insufficient to
meet our future capital requirements, we may have to raise funds to continue
development of our operations. To the extent that additional capital is raised
through the sale of equity and/or convertible debt securities, the issuance of
such securities could result in dilution to our shareholders and/or increased
debt service commitments. If adequate funds are not available, we may be unable
to sufficiently develop our operations to become profitable.
OUR PRINCIPAL STOCKHOLDER CONTROLS OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL
HAVE LITTLE OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.
15
Currently, our President, Mr. David R. Koran owns 91% of the outstanding shares
of our company. As a result, he will have significant influence over all matters
requiring approval by our stockholders without the approval of minority
stockholders. In addition, he will be able to elect all of the members of our
Board of Directors, which will allow him to significantly control our affairs
and management. Accordingly, you will be limited in your ability to affect
change in how we conduct our business.
IF WE LOSE THE SERVICES OF OUR PRESIDENT, OUR BUSINESS MAY BE IMPAIRED.
Our success is heavily dependent upon the continued and active participation of
our president, David R. Koran. Mr. Koran has twelve years of experience in the
finance business. The loss of Mr. Koran's services could have a severely
detrimental effect upon the success and development of our business, inasmuch as
he is the only officer with commercial finance brokerage experience with our
Company. The other officers include two family members and Steve Moore, our
Chief Operating Officer. His background is the textile industry. We do not
maintain "key person" life insurance on Mr. Koran. We do not have a written
employment agreement with Mr. Koran. There can be no assurance that we will be
able to recruit or retain other qualified personnel, should it be necessary to
do so.
WE DO NOT HAVE ANY PLANS TO HIRE ADDITIONAL PERSONNEL FOR AT LEAST THE NEXT
TWELVE MONTHS, WHICH MAY CAUSE SUBSTANTIAL DELAYS IN OUR OPERATIONS.
Although we plan to expand our business and operations, we have no plans to hire
additional personnel for at least the next twelve months. As we expand our
business there will be additional strains on our operations due to increased
cost. In addition, there may be additional demand for our services. We now only
have the services of our president to accomplish our current business and our
planned expansion. If our growth outpaces his ability to provide services and we
do not hire additional personnel it may cause substantial delays in our
operations.
WE FACE INTENSE COMPETITION, WHICH PUTS US AT A COMPETITIVE DISADVANTAGE; IF WE
ARE UNABLE TO OVERCOME THESE COMPETITIVE DISADVANTAGES WE MAY NEVER BECOME
PROFITABLE.
We face and will face intense competition from companies engaged in similar
businesses. We compete and will compete with numerous companies that broker
commercial finance products both over the Internet and via traditional forms of
business. Direct competition to us can be any individual or group of individuals
or company that brokers commercial finance products, and there are thousands of
entities that could be considered competitors in the United States. Hence, there
is no way to accurately quantify or detail our market competition with
specificity. However, many of our competitors have significantly greater
customer bases, operating histories, financial, technical, personnel and other
resources than we do, and may have established reputations for success in the
commercial finance industry. There can be no assurance that we will be able to
compete effectively in the highly competitive commercial finance industry, which
may adversely affect our business prospects.
16
OUR COMMON STOCK IS A "PENNY STOCK," AND COMPLIANCE WITH REQUIREMENTS FOR
DEALING IN PENNY STOCKS MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO
RESELL THEIR SHARES.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system. Prior to a transaction in a penny stock, a
broker-dealer is required to:
o deliver a standardized risk disclosure document prepared by the SEC;
o provide the customer with current bid and offer quotation for the
penny stock;
o explain the compensation of the broker-dealer and its salesperson in
the transaction;
o provide monthly account statements showing the market value of each
penny stock held in the customer's account;
o make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
approval; and
o provide a written agreement for the transaction.
These requirements may have the effect of reducing the level of trading activity
in the secondary market for our stock. Because our shares are subject to the
penny stock rules, you may find it more difficult to sell your shares.
ITEM 4. USE OF PROCEEDS
Not Applicable. We will not receive any proceeds from the sale of the
securities by the Selling Security Holders or the HairMax Security Holders.
ITEM 5. DETERMINATION OF OFFERING PRICE
The Selling Security Holders and the HairMax Selling Security Holders will
sell their shares at $.25 per share until the Company is traded on the
Over-the-Counter Bulletin Board, and thereafter at prevailing market prices.
Prior to this offering, there has been no market for our shares. The offering
price of $.25 per share was arbitrarily determined and bears no relationship to
assets, book value, net worth, earnings, actual results of operations, or any
other established investment criteria. Among the factors considered in
determining this price were our historical sales levels, estimates of our
prospects, the background and capital contributions of management, the degree of
control which the current shareholders desired to retain, current conditions of
the securities markets and other information.
17
ITEM 6. DILUTION
Not Applicable. We are not registering any shares in this registration
statement. All shares are being registered by the Selling Security Holders, the
HairMax Selling Security Holders or being distributed in a registered dividend
distribution.
ITEM 7. SELLING SECURITY HOLDERS AND HAIRMAX SELLING SECURITY HOLDERS
The Selling Security Holders named in the first table set forth below and
the HairMax Selling Security Holders named in the second table set forth below
are selling the securities covered by this prospectus. None of the Selling
Security Holders or the HairMax Selling Security Holders named below is
registered securities broker-dealers or affiliates of broker-dealers. However,
HairMax and the HairMax Selling Security Holders would be deemed to be statutory
underwriters within the meaning of Section 2(11) of the Securities Act of 1933,
as amended.
The tables indicate that all the securities will be available for resale after
the offering. However, any or all of the securities listed below may be
retained by any of the Selling Security Holders or the HairMax Selling Security
Holders, and therefore, no accurate forecast can be made as to the number of
securities that will be held by the Selling Security Holders or the HairMax
Selling Security Holders upon termination of this offering. We believe that the
Selling Security Holders and the HairMax Selling Security Holders listed in the
tables have sole voting and investment powers with respect to the securities
indicated. We will not receive any proceeds from the sale of the securities
covered by this prospectus.
SELLING SECURITY HOLDERS TABLE
Name Relationship Amount Owned Amount To Be Amount Owned Percent Owned
With Issuer Prior to Offering Registered After Offering Before/After Offering
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Greentree Consultant 490,000 490,000 0 4.5%/ 0%
Financial (1)
Group, Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
David Koran Chairman, 10,000,000 300,000 9,700,000 91%/88%
President
- ------------ ------------- ----------------- ------------ -------------- ---------------------
TOTALS 10,490,000 790,000
- ------------ ------------- ----------------- ------------ -------------- ---------------------
(1) Robert C. Cottone and Michael Bongiovanni are the owners of Greentree
Financial Group, Inc. Greentree Financial Group, Inc. received the 490,000
shares of our common stock for consulting services that consist of
assisting in the preparation of this Form SB-2 registration statement and
the prospectus included therein, compliance with state Blue Sky
regulations, selection of an independent transfer agent and Edgar services.
Our contract with Greentree Financial Group, Inc. is attached as an exhibit
to this Registration on Form SB-2.
Set forth below are the HairMax Selling Security Holders as of the record
date of July 16, 2004.
18
HAIRMAX SELLING SECURITY HOLDERS TABLE
HAIRMAX SELLING SECURITY HOLDERS TABLE
Name Relationship Amount Owned Amount To Be Amount Owned Percent Owned
With Issuer Prior to Offering Registered After Offering Before/After Offering
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Action Stocks, None 0 0 0 Less than 1%
Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
American Market None 40 40 0 Less than 1%
Support Network
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Barsom, Richard None 0 0 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Bartley, Richard None 0 0 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Baumann, Lester None 100 100 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Bongiovanni, None 7,860 7,860 0 3.93%
Michael J.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Cede & Co. None 42,560 42,560 0 21.28%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Cottone, None 1,200 1,200 0 Less than 1%
R. Chris
- ------------ ------------- ----------------- ------------ -------------- ---------------------
David, Nir Ben None 720 720 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Engelbert, None 0 0 0 Less than 1%
Thomas
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Gazda, Geoff None 0 0 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Greentree None 0 0 0 Less than 1%
Financial
Group ***
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Kern, None 60 60 0 Less than 1%
Jeffrey Lee
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Madison and None 0 0 0 Less than 1%
Wall Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Market Voice None 0 0 0 Less than 1%
Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Marketshare None 40 40 0 Less than 1%
Recovery
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Martin, None 740 740 0 Less than 1%
Harold H
- ------------ ------------- ----------------- ------------ -------------- ---------------------
McCaffrey, None 0 0 0 Less than 1%
Richard
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Mohammed, None 7,240 7,240 0 3.62%
Rasheed
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Moreno, None 20 20 0 Less than 1%
Robert
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Okarmus, None 40 40 0 Less than 1%
Irena
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Patigalia, None 0 0 0 Less than 1%
Barbara
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Patigalia, None 0 0 0 Less than 1%
Ivie and
Michael
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Revenge None 22,260 22,260 0 11.13%
Games Inc
- ------------ ------------- ----------------- ------------ -------------- ---------------------
19
Richards, None 0 0 0 Less than 1%
Barbara A
and Richards,
A Massa JT Ten
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Rocha, Frank. None 20 20 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Roth, Alisha None 9,960 9,960 0 4.98%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Roth, Edward None 43,540 43,540 0 21.77%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Roth, Edward None 55,680 55,680 0 27.84%
A and Alisha
M Roth JT Ten
- ------------ ------------- ----------------- ------------ -------------- ---------------------
RR Investment None 1,120 1,120 0 Less than 1%
Holdings, Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Sakaran, Elie None 1,120 90 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Schor, None 0 0 0 Less than 1%
Allan Lee
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Sklar, Gerald None 40 40 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Smith, None 0 0 0 Less than 1%
Jacqueline
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Subway.com, None 5,560 5,560 0 2.78%
Inc.
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Weed, Richard None 20 20 0 Less than 1%
- ------------ ------------- ----------------- ------------ -------------- ---------------------
Williams, None 0 0 0 Less than 1%
James
- ------------ ------------- ----------------- ------------ -------------- ---------------------
TOTALS * 199,940** 199,940**
- ------------ ------------- ----------------- ------------ -------------- ---------------------
* HairMax plans to spin-off 200,000 shares of common stock of our Company to
its shareholders on the basis of one share of Capital Resource Funding,
Inc. common stock for each ninety shares of HairMax common stock.
** A total of 60 fractional shares of the 200,000 shares of Capital Resource
Funding, Inc. common stock will not be distributed to the shareholders of
HairMax in the spin-off, since they represent fractional shares and
management of HairMax has decided not to distribute fractional shares. They
will be retained by HairMax and not be offered for resale pursuant to this
Registration Statement. Of the total number of fractional Capital Resource
Funding, Inc. common shares, 199,940 shares are attributable to the HairMax
Selling Security Holders.
*** As of the record date of July 16, 2004, Greentree Financial Group, Inc., a
Florida corporation ("Greentree"), did not own any shares of common stock
of HairMax, and, accordingly, was not entitled to any shares of our Company
in the dividend distribution. As of the record date of July 16, 2004,
Michael J. Bongiovanni, President and fifty percent owner of Greentree,
owned 707,400 shares of HairMax, representing 3.9% of the issued and
outstanding shares of HairMax, and, accordingly, was entitled to 7,860
shares of our common stock in the dividend distribution. As of the record
date of July 16, 2004, R. Chris Cottone, the step-son of Mr. Bongiovanni,
Vice President of Greentree and fifty percent owner of Greentree, owned
108,000 shares of HairMax, representing 1.0% of the issued and outstanding
shares of HairMax, and, accordingly, was entitled to 1,200 shares of our
common stock in the dividend distribution. If Greentree were deemed to
beneficially own the shares of common stock held by Mr. Bongiovanni and Mr.
Cottone, Greentree would be deemed to be the beneficial owner of 815,400
shares of HairMax, representing 4.5% of the issued and outstanding shares
of HairMax, and, accordingly, it would be deemed the beneficial owner of
9,060 shares of our Company in addition to the 490,000 shares which it
received for providing services pursuant to its engagement letter with us.
This represents a total of 499,060 shares of our common stock, or 4.8% of
the issued and outstanding shares of our common stock.
20
We intend to seek qualification for sale of the securities in those states
where the securities will be offered. To resell the securities in the public
market the securities must either be qualified for sale or exempt from
qualification in the states in which the selling shareholders or proposed
purchasers reside. We intend to seek qualification or exemptions for trading in
every state; however, there is no assurance that the states in which we seek
qualification or exemption will approve of the security re-sales. Should we not
obtain exemptions or qualification in these states you will be unable to resell
your shares.
HairMax will issue 200,000 shares of our common stock as a dividend
distribution to shareholders of HairMax of record as of July 16, 2004 on the
basis of one share of our common stock for each ninety shares of HairMax common
stock. Our transfer agent was instructed to deliver certificates for the shares
subject to the dividend distribution to the HairMax shareholders by no later
than October 31, 2004.
ITEM 8. PLAN OF DISTRIBUTION
Sales By Selling Security Holders andHairMax Selling Security Holders
---------------------------------------------------------------------------
Our Selling Security Holders and HairMax Selling Security Holders are
offering 790,000 and 200,000 shares, respectively, of our common stock. The
Selling Security Holders and HairMax Selling Security Holders will sell their
shares at $0.25 until the shares are traded on the Over-the-Counter Bulletin
Board and thereafter at prevailing market prices. We will not receive any
proceeds from the sale of the shares by the Selling Security Holders or the
HairMax Selling Security Holders. The securities offered by this prospectus may
be sold by the Selling Security Holders and the HairMax Selling Security
Holders. We are not aware of any underwriting arrangements that have been
entered into by the Selling Security Holders or the HairMax Selling Security
Holders. The distribution of the securities by the Selling Security Holders and
HairMax Selling Security Holders may be effected in one or more transactions
that may take place in the over-the-counter market, including broker's
transactions or privately negotiated transactions.
Each of HairMax and the HairMax Selling Security Holders, acting alone or
in concert with one another, are "statutory underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. Because of such legal
status, they may be liable for securities law violations in connection with any
material misrepresentations or omissions made in this prospectus. In addition,
commissions or discounts and other compensation paid to them may be regarded as
underwriters' compensation. Further, HairMax and the HairMax Selling Security
Holders are responsible for compliance with the prospectus delivery requirements
of the Securities Act of 1933, as amended.
21
The Selling Security Holders and the HairMax Selling Security Holders may
pledge all or a portion of the securities owned as collateral for margin
accounts or in loan transactions, and the securities may be resold pursuant to
the terms of such pledges, accounts or loan transactions. Upon default by such
Selling Security Holders or HairMax Selling Security Holders, the pledgee in
such loan transaction would have the same rights of sale as the Selling Security
Holders under this prospectus so long as the Company files a post-effective
amendment to name and identify the new selling security holder. The Selling
Security Holders and the HairMax Selling Security Holders also may enter into
exchange traded listed option transactions that require the delivery of the
securities listed under this prospectus. The Selling Security Holders and the
HairMax Selling Security Holders may also transfer securities owned in other
ways not involving market makers or established trading markets, including
directly by gift, distribution, or other transfer without consideration, and
upon any such transfer the transferee would have the same rights of sale as such
Selling Security Holders or HairMax Selling Security Holders under this
prospectus so long as the Company files a post-effective amendment to name and
identify the new selling security holder. If a post-effective amendment is not
filed with the Securities and Exchange Commission by the Company, 'pledgees' and
'transferees' of a Selling Security Holder would not have rights to resell under
this prospectus.
In addition to, and without limiting, the foregoing, each of the Selling
Security Holders, the HairMax Selling Security Holders and any other person
participating in a distribution will be affected by the applicable provisions of
the Securities and Exchange Act of 1934, including, without limitation,
Regulation M, which may limit the timing of purchases and sales of any of the
securities by the Selling Security Holders, HairMax Selling Security Holders or
any such other person. Specifically, Regulation M prohibits an issuer, the
Selling Security Holders, the HairMax Selling Security Holders or affiliated
purchaser other than in an excepted security or activity, to bid for, purchase,
or attempt to induce any person to bid for or purchase, a covered security
during the applicable restrictive period. The restrictive period for our
securities being registered begins on the latest of five business days prior to
the determination of the offering price or such time that a person becomes a
distribution participant, and ends upon such person's completion of
participation in the distribution. Distribution is defined under Regulation M
as meaning an offering of securities, whether or not subject to registration
under the Securities Act of 1933 that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods. Distribution participant is defined under
Regulation M as meaning an underwriter, prospective underwriter, broker, dealer,
or other person who has agreed to participate or is participating in a
distribution.
There can be no assurances that the Selling Security Holders or the HairMax
Selling Security Holders will sell any or all of the securities. In order to
comply with state securities laws, if applicable, the securities will be sold in
jurisdictions only through registered or licensed brokers or dealers. In various
states, the securities may not be sold unless these securities have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with. Under applicable rules and
regulations of the Securities and Exchange Act of 1934, as amended, any person
engaged in a distribution of the securities may not simultaneously engage in
market-making activities in these securities for a period of one or five
business days prior to the commencement of such distribution.
22
All of the foregoing may affect the marketability of the securities.
Pursuant to the various agreements we have with the Selling Security Holders,
and the HairMax Selling Security Holders we will pay all the fees and expenses
incident to the registration of the securities, other than the Selling Security
Holders' and HairMax Selling Security Holders' pro rata share of underwriting
discounts and commissions, if any, which are to be paid by the Selling Security
Holders and the HairMax Selling Security Holders.
HairMax Dividend Distribution
-------------------------------
HairMax has distributed the 200,000 shares of our common shares which it
owns to its shareholders as a dividend as of a record date of July 16, 2004 on
the basis of one of our common shares for each ninety HairMax common shares.
Fractional shares will not be distributed.
HairMax shareholders will initially have their ownership of our shares of
common stock registered only in book-entry form in which no certificates are
issued. On the distribution date, each HairMax shareholder of record as of the
close of business on the record date will be mailed one share of our common
stock for each ninety shares of HairMax common stock they hold. HairMax
shareholders that hold their stock in street name will have their shares of our
common stock credited to their brokerage accounts. The record date for the
distribution is the close of business on July 16, 2004.
HairMax shareholders will not be required to pay any cash or other
consideration to receive our common stock in the distribution. Fractional
shares will not be issued to HairMax shareholders. Shares of our common stock
distributed to HairMax shareholders will be freely transferable, except for
shares of our common stock received by persons who may be deemed to be
affiliates of Capital Resource Funding, Inc. under the Securities Act of 1933,
as amended. Persons who are affiliates of Capital Resource Funding, following
the distribution will be permitted to sell their shares of our common stock only
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or an exemption from the registration requirements of the
Securities Act, such as the exemption afforded by Section 4(1) of the Securities
Act of 1933, as amended, or Rule 144 issued under the Securities Act of 1933, as
amended. Mr. David Koran would be considered an affiliate of Capital Resource
Funding, Inc.
Because of Hairmax's role in the distribution, there is a possibility that
it may be deemed to be a statutory "underwriter" within the meaning of Section
2(11) of the Securities Act. HairMax has advised us that it will comply with the
prospectus delivery requirements that would apply to a statutory underwriter in
connection with the distribution of our shares to its own shareholders.
Further, HairMax has acknowledged to us that it is familiar with the
anti-manipulation rules of the SEC, including Regulation M under the Securities
Act of 1934. These rules may apply to sales by HairMax in the market, following
the creation of a public market, if such a market ever develops.
23
With certain exceptions, Regulation M prohibits any selling shareholder,
any affiliated purchasers and any broker-dealer or other person who participates
in an applicable distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is the subject of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. The foregoing
restrictions may affect the marketability of our common stock.
ITEM 9. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings, in which
we are involved. In addition, we are not aware of any pending or threatened
legal proceedings in which entities affiliated with our officers, directors or
beneficial owners are involved.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Directors and Executive Officers.
Article III, Section 2 of our Bylaws provide that we must have at least 3
directors. Each director will serve until our next annual shareholder meeting,
to be held sixty days after the close of the fiscal year, or until a successor
is elected who accepts the position. Directors are elected for one-year terms.
Our officers may be elected by our Board of Directors at any regular or special
meeting of the Board of Directors
Vacancies may be filled by a majority vote of the remaining directors then in
office. Our directors and executive officers are as follows:
Name Age Position
- --------------------- --- -----------------------------------------------
David Koran 37 Chief Executive Officer, President and Director
- --------------------- --- -----------------------------------------------
Steven R. Moore 34 Chief Operating Officer and Director
- --------------------- --- -----------------------------------------------
Richard P. Koran 65 Vice President and Director
- --------------------- --- -----------------------------------------------
Laura Koran 34 Chief Financial Officer, Secretary and Director
- --------------------- --- -----------------------------------------------
David Koran has been our Chief Executive Officer, President and Director
since inception in February 2004.
24
Mr. Koran's experience in the commercial finance and otherwise over the
last five years has consisted of the following:
From 2004 to Present, Mr. Koran has been the president of our company, a
commercial finance brokerage company, which provides commercial finance
brokerage services within the entire United States. We were incorporated in
North Carolina on February 2, 2004. We have no employees, other than Mr. Koran,
since our inception. Currently Mr. Koran is working 25 hours per week in the
employ of the Company.
From January 2004 to Present, Mr. Koran has been operating as an employee
with Benefactor Funding Corp. as a Director of Marketing. Benefactor Funding
Corp. is a commercial factor offering funding programs to small to mid-sized
businesses ranging from 500,000 to 3 million. Mr. Koran will remain in this
employment until it is financially feasible to draw a comparable salary from
CRF.
From January 2002 to December 31, 2003, Mr. Koran worked as a Business
Development Officer for J D Factors, LLC. Mr. Koran was successful in developing
a new 3 state territory into a profitable region in the first 4 months of
operation. J D Factors specializes in factoring services for micro and small
businesses.
From July 2001 to January 2002, Mr. Koran worked as a Commercial Loan
Officer responsible for managing a 5 million dollar micro business loan
portfolio and producing new loan volume monthly. Mr. Koran gained valuable
experience in commercial underwriting, loan work outs, and risk management.
From December 1999 to July 2001, Mr. Koran worked as a Business
Relationship Manager for First Union Corp. In this role, Mr. Koran managed a
small business portfolio of over 500 banking relationships.
Mr. Koran's experience in the commercial banking industry helped develop
his business plan for CRF. Mr. Koran identified a service need within the
banking industry to help facilitate small business lending needs that was unmet
by the conventional loan products. This industry experience helped to mold the
business plan of CRF.
Mr. Koran is a member of the following business organizations: Commercial
Finance Association, www.cfa.org; Turnaround Management Association,
-----------
www.turnaround.org; National Funding Association, www.nationalfunding.org, and
- ------------------ -----------------------
he is an Advisory Board member of the Charlotte, NC Chapter.
David Koran lives in Cornelius, North Carolina.
Steven Moore has been our Chief Operating Officer and Director since
October 1, 2004. Mr. Moore's experience over the last five years has consisted
of the following:
From June 1992 to January 2000, Mr. Moore was a Planning Manager with the
Sara Lee Branded Apparel Division of the Sara Lee Corporation.
25
From February 2000 to February 2002, Mr. Moore as a Buyer for Kmart
Corporation, having the responsibility for buying merchandise to be sold in 2100
retail stores. He supervised five employees.
From March 2002 to September 2004, Mr. Moore was a Director of Sales
Planning for the Sara Lee Branded Apparel Division of the Sara Lee Corporation.
He managed a team of 24 people in the area of sales forecasting. His team was
responsible for providing retail information to their manufacturing planning
teams.
Steven Moore lives in Lewisville, North Carolina.
Richard Koran has been our Vice President and Director since October 1,
2004. Mr. Koran's experience over the last five years has consisted of the
following:
From 1997 to September, 2004, Mr. Koran was Production Administrator at
Standard Register Corp. in Valley View, Ohio. At Standard Register, he oversaw
the production operation of demand print, prepress and press production. He was
responsible for all of the quality control functions. He managed 20 associates
and supervisors, scheduled jobs for internal and all outsourcing of the three
shift operations.
Richard Koran is the father of David Koran and lives in Avon, Ohio.
Laura Koran has been our Chief Financial Officer, Secretary and Director
since October 1, 2004. Ms. Koran's experience over the last five years has
consisted of the following:
From January 1993 to May 2000, Ms. Koran was an MRO Buyer, Buyer, Senior
MRO Buyer, Purchasing Agent and Purchasing Manager at the Sara Lee Corporation.
From May 2000 to March 2003, Ms. Koran was a Purchasing Manager and VMI
Program Manager at Solectron, Inc.
From May 2002 to August 2004, Ms. Koran was a Loan Officer and Independent
Contractor with her own mortgage loan origination company.
Ms. Koran is married to David Koran.
Significant Employees.
Other than those persons mentioned above, we have no significant employees.
Family Relationships.
None, except as mentioned above.
Legal Proceedings.
26
No officer, director, or persons nominated for such positions and no
promoter or significant employee of our Company has been involved in legal
proceedings that would be material to an evaluation of our management.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of October 22, 2004, of
our common stock (a) by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock (with the exception of Greentree
Financial Group, Inc., which only owns 4.5% of our outstanding common stock but
is listed in the table for informational purposes only) , and (b) by each of our
directors, by all executive officers and our directors as a group. To the best
of our knowledge, all persons named have sole voting and investment power with
respect to such shares, except as otherwise noted.
Security Ownership of Certain Beneficial Owners (1)(2).
Title of Class Name and Address # of Shares Current % Owned
- -------------- ------------------------- ----------------------- ---------------
Common David Koran 10,000,000 91 %
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Greentree Financial Group, 490,000 4.5%
Inc. (3)
555 S. Powerline Road
Pompano Beach, FL 33069
- -------------- ------------------------- ----------------------- ---------------
Security Ownership of Officers and Directors (2).
27
Title of Class Name and Address # of Shares Current % Owned
- -------------- ------------------------- ----------------------- ---------------
Common David Koran 10,000,000 91 %
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Laura Koran 150,000 1.4%
2212 Lantern Way Circle
Cornelius, NC 28226
- -------------- ------------------------- ----------------------- ---------------
Common Steven Moore 75,000 1.0%
124 Oak Leaf Lane
Lewisville, NC 27023
- -------------- ------------------------- ----------------------- ---------------
Common Richard Koran 75,000 1.0%
37311 Detroit Road
Avon, Ohio 44011
- -------------- ------------------------- ----------------------- ---------------
Common All Officers and Directors 10,300,000 94 %
as a Group (2)
- -------------- ------------------------- ----------------------- ---------------
**Less than 1%
_____________________
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned. We are unaware
of any shareholders whose voting rights would be affected by community
property laws.
(2) This table is based upon information obtained from our stock records.
Unless otherwise indicated in the footnotes to the above tables and subject
to community property laws where applicable, we believe that each
shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.
(3) Greentree Financial Group, Inc., a Florida corporation, is equally and
wholly owned by Mr. Robert C. Cottone, CPA and Mr. Michael Bongiovanni,
CPA. Mr. Bongiovanni is Mr. Cottone's step-father.
Changes in Control.
There are currently no arrangements, which would result in a change in our
control.
ITEM 12. DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by
the provisions of our Articles of Incorporation and Bylaws, copies of which have
been filed as exhibits to the registration statement of which this prospectus is
a part.
28
COMMON STOCK.
We are authorized to issue 100,000,000 shares of common stock, with a par
value of $.001 per share. As of October 22, 2004, there were 10,990,000 common
shares issued and outstanding. All shares of common stock outstanding are
validly issued, fully paid and non-assessable.
COVERTIBLE PREFERRED STOCK
We are authorized to issue 10,000,000 shares of convertible preferred stock
with a par value of $.001 per share. As of October 22, 2004, there were no
convertible preferred shares issued and outstanding. If issued, our preferred
shares may include certain shareholder privileges to be determined by our board
of directors such as cumulative dividend payments and conversion features.
ITEM 13. INTEREST OF EXPERTS AND COUNSEL
Our Financial Statements for the period from inception (February 2, 2004)
through May 31, 2004 have been included in this prospectus in reliance upon
Traci Anderson, CPA, independent Certified Public Accountants, as experts in
accounting and auditing.
ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons, 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 the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.
ITEM 15. TRANSACTIONS WITHIN LAST FIVE YEARS
On or about June 23, 2004, we increased our authorized common shares to
100,000,000, kept the par value at $.001 per share and forward split our common
stock 20,000 for 1. As a result, Mr. Koran's 500 shares were exchanged for
10,000,000 of our common shares. In addition, we authorized 10,000,000 shares of
convertible preferred stock to be issued, par value of $.001. Each one of these
shares is convertible into ten common shares.
29
On June 23, 2004, we entered into a Financial Advisory Services Agreement
with Greentree Financial Group, Inc. Under the terms of the agreement,
Greentree Financial Group, Inc. has agreed to provide the following services:
- - Assistance with the preparation of our Form SB-2 registration statement;
- - State Blue-Sky compliance;
- - Selection of an independent stock transfer agent; and
- - Edgar services.
In exchange for these services, we have issued agreed to issue Greentree
490,000 shares of our common stock The common shares issued were valued at the
estimated value for the services received which was $122,500, or $.25 per share.
In connection with this agreement, we promised to pay $40,000 (representing
$38,835 principal and $1,165 interest or approximately 6% per annum) to
Greentree Financial Group, Inc. The 6 month, non assumable promissory note with
Greentree Financial Group, Inc. was signed on June 24, 2004.
On or about February 2, 2004, we sold 500 pre-split shares (10,000,000
post-split) of stock to our President, David Koran, for $100 in an exempt
offering under the Securities Act of 1933, as amended, pursuant to Section 4(2)
of that Act.
During the period from inception (February 2, 2004) through May 31, 2004,
our President provided us with $2,000 in fair value of rent, which is considered
to be a capital contribution. During the period from inception (February 2,
2004) through May 31, 2004, our President paid $1,942 in business expenses on
our behalf, which is also considered to be a capital contribution.
On May 4, 2004, we received a $15,000 unsecured line of credit from The
First Citizens Bank & Trust Company ("The Bank"). The annual percentage rate
("APR") is based on the Bank's prime rate plus 1% with a maximum APR of 8%. As
of the date of the note, the APR was 5%. The initial maturity date of the note
is May 4, 2005. As of May 31, 2004, the Company had not drawn against this line
of credit. Subsequent to May 31, 2004, the Company borrowed $12,500 against this
line of credit. There is currently $2,500 in unused credit.
On June 23, 2004, we amended our Articles of Incorporation to effect a name
change from Capital Business Funding, Inc. to Capital Resource Funding, Inc.
On June 23, 2004, we entered into a letter of intent to form a strategic
alliance with HairMax International, Inc. Pursuant to the strategic alliance,
our services will be offered to the commercial customers of HairMax
International, Inc. with a 50/50% revenue split on every referral made by
HairMax. HairMax has approximately 5,000 retail cleaning clients, and several
hundred commercial cleaning customers. Its commercial accounts represent a
potentially valuable source of leads to which we can offer the services of our
Company. In consideration for services provided by HairMax International, Inc.,
we issued to HairMax 200,000 shares of our restricted common stock, $.001 par
value.
We are not a subsidiary of any corporation.
30
ITEM 16. DESCRIPTION OF BUSINESS
Description OfOur RoleAsA BrokerOf Commercial Finance Transactions.
- ------------------------------------------------------------------------
We plan to continue to operate as a broker of commercial finance transactions.
In performing these services, we will represent individual businesses that are
in need of obtaining a variety of types of financing to help fund their growth.
The different funding transactions that we plan to broker are: commercial
loans, purchase order financing, account receivables financing/factoring and
equipment leasing. An example of a commercial loan would be short term or long
term bank or other financing to help a business purchase a new building to house
their company. For commercial loan transactions, our anticipated broker
commission would be 1% of the loan amount paid by the lender. Purchase order
financing is a funding program that helps a business receive the advance funding
needed to cover their costs to fill a purchase order. For example, a
manufacturing company that received a large purchase order from a new client
that requires significant outlay of funds to purchase raw materials and
manufacture the product may be in need of financing in order to produce the
ordered goods. A purchase order financing company will advance funds to finance
a purchase order and help the manufacturer pay the supply and labor costs needed
to fill the order. Our anticipated broker commission for purchase order
financing is .25-1% of each purchase order paid by the individual funding
company. Account receivables financing/factoring is the advancement of funds
against receivables to assist companies with in the management of their cash
flow derived from accounts receivable. Loan of this type usually will be
structured to advance 80-85% of the pre-qualified receivables, and they also
manage the collections of the receivables for a small discount fee or percentage
of each receivable. Our anticipated discount/percentage fee for this type of
financing is between 1%-8% depending on the size of receivables funded. In the
usual transaction, the higher the funded amount, the lower the discount fee.
Our anticipated broker commission for account receivables financing/factoring is
10%-15% of the gross monthly fees for the life of the funding. For example, an
accounts receivable financing borrower that receives 150,000/month in funding at
a 2.5% monthly discount fee will generate $3,750 per month in gross fees with a
broker commission ranging from $375 to $562.50 paid monthly for the life of the
financing. Equipment leasing is the leasing of equipment that a company needs
to conduct business such as machinery, trucks and office equipment. Our
anticipated broker commission for commercial leasing ranges from .5%-1% of the
total lease amount paid by the funding company. In each of the above
transactions, we anticipate negotiating a broker agreement with each lender
before submitting any documentation, so as to insure that we have a relationship
with the lender and get paid..
The commercial finance brokering business is a competitive business with few
barriers to entry. There are brokers, finders, agents, lawyers, consultants and
a variety of other professionals all trying to put funding sources together with
prospective clients in order to make a commission. With the advent of modern
computers and internet communication, this business has become national in
scope, and it is not unusual to find a broker from Miami, Florida putting
together a financing package for a manufacturer in Pittsburgh, PA with a finance
company located in Los Angeles, CA. We intend to participate in all of these
markets, and seek commission based income wherever it can be derived.
31
Our business plan has been tested by other commercial finance brokers operating
around the country. There are successful brokers who use this business model to
successfully represent funding companies in many different cities. There are
large professional associations of commercial finance brokers and funding
companies that meet on a regular basis in the major metropolitan areas. For
example, the Commercial Finance Association, which is a nationwide organization
with chapters in all of the major metropolitan areas, meets quarterly to discuss
topics of interest and exchange leads. We are a member of this organization's
Charlotte, NC chapter. In addition, we are a member of the National Funding
Association, based in Charlotte, NC, with other chapters in Atlanta, GA and
Chicago, IL. Our Chairman, Mr. Koran, serves on the advisory board of the
Charlotte, NC chapter of the NFA. Further, we are a member of the Turnaround
Management Association, with chapters in all major metropolitan areas.
Our Business Plan.
- -------------------
Our business plan is to continue to offer commercial finance brokering services
to our existing referral base. At present, that base consists of twenty
individual commercial bankers who work at five major money center banks in the
Charlotte, NC area. In addition, we get leads from our membership in the
professional associations, and from individual CPAs, lawyers and consultants.
We also plan to prospect new business on the internet via our Website and will
fund additional advertising as our revenue growth permits.
We have one account receivable/factoring transaction that is currently paying
monthly broker commissions averaging $1,100 per month. This commission will
continue as long as the client company receives funding from the funding source.
Mr. Koran acted as the broker in this transaction.
Our goal is to increase our brokering transactions every quarter. Our revenue
projections for the next four quarters are as follows:
Quarter 1: $3,300 in revenue with $3,200 in expenses
Quarter 2: $5,000 in revenue with $3,200 in expenses
Quarter 3: $6,500 in revenue with $3,200 in expenses
Quarter 4: $8,000 in revenue with $3,200 in expenses
The expense projections set forth above are based on an estimate of quarterly
expenses for rent, phone, travel and web hosting. They do not include any
expense for salary or advertising. In addition, the projections set forth above
are based on the following assumptions: 1 new factoring transaction per quarter
from our current referral channels and our Website, averaging $1,100 per month
in revenue, and attrition of 1 factoring transaction per year.
32
We feel that our business plan is conservative. Revenues could exceed this
level with additional marketing expenditures. Such expenditures would involve
targeted internet advertising via banner and search engine advertisements or
printed advertising in industry publications. We anticipate such expenditures
to approximate $3,000 per month, and we will need to incur additional debt or
raise equity funds pay for this marketing. There can be no assurances that we
will be successful in obtaining funds from these sources. Mr. Koran has
indicated a willingness to make a capital contribution to our Company from the
funds that he receives for the sale of his 300,000 registered shares, although
there can be no guarantees with respect to the sale of such shares or the amount
of any capital contribution.
While Mr. Koran has only been engaged as a commercial finance broker since
February 2004, he has significant experience in banking and insurance. We feel
that his experience in the finance industry will translate into successful
employment with our Company. It is important to note that there are no work
experience requirements to enter this industry, and there have been a number of
successful brokers who do not come from a commercial finance background.
We TailorOur Services To Individual Needs.
- ----------------------------------------------
When acting as a broker for the individual businesses, we will provide our
customers with the following services:
o Assist the business with assessing their funding needs.
o Assist the business with identifying their lending options and
potential funding sources
o Assist the business with compiling an application package and
submitting it to a suitable funding source.
o Act as a liaison between the business and funding source through the
entire application and funding process.
In exchange for providing these services we are compensated through the payment
of a commission by the funding company only if and when a transaction is closed.
Our services are of no additional cost to the client.
Marketing.
- ---------
We hope to continue to attract prospective clients to our Website, which is on
the internet at the following address: www.capitalresourcefunding.biz . We pay
------------------------------
$105 per quarter for web hosting fees, and $400 to register the Website. In
addition, we plan to market our services to our existing referral sources. Our
future plans, which depend on our revenue growth, entail a marketing campaign
that includes additional internet and radio advertising to increase the number
of inquiries for our services.
Business Regulation and Other.
- --------------------------------
There are no known license requirements to broker commercial finance
transactions. We have never been the subject of any bankruptcy or relationship.
We have had no material reclassification, merger, consolidation, or purchase or
sale of a significant amount of assets not in the ordinary course of business.
33
Competition.
- -----------
We face and will face intense competition from companies engaged in similar
businesses. We compete and anticipating competing with numerous companies that
broker commercial finance products both over the Internet and via traditional
forms of business. Direct competition to us can be any individual or group of
individuals or company that brokers commercial finance products, and there are
thousands of entities that could be considered competitors in the United States.
Hence, there is no way to accurately quantify or detail our market competition
with greater specificity. However, many of our competitors have significantly
greater customer bases, operating histories, financial, technical, personnel and
other resources than we do, and may have established reputations for success in
the commercial finance industry. There can be no assurance that we will be able
to compete effectively in the highly competitive commercial finance industry,
which may adversely affect our business prospects.
LEGAL PROCEEDINGS
We are currently not involved in any legal proceedings related to the conduct of
our business.
REPORTS TO SECURITY HOLDERS
After the effective date of this document, we will be a reporting company
under the requirements of the Securities Exchange Act of 1934 and will file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report will contain the required audited financial statements. We
are not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS
The discussion contained in this prospectus contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes", "expects", "may", or
"should", or "anticipates", or expressing this terminology negatively or similar
expressions or by discussions of strategy. The cautionary statements made in
this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "risk factors," as well as those
discussed elsewhere in this prospectus.
34
OUR COMPANY
The discussion contained in this prospectus contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes", "expects", "may", or
"should", or "anticipates", or expressing this terminology negatively or similar
expressions or by discussions of strategy. The cautionary statements made in
this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "risk factors," as well as those
discussed elsewhere in this prospectus.
We were incorporated in North Carolina on February 2, 2004 to engage in the
business of commercial finance brokerage and consulting. We are currently
engaged and plan to continue in the commercial finance brokerage and consulting
business. Our executive offices are currently located at the residence of our
President, Mr. David R. Koran, 2212 Lantern Way Circle, Cornelius, NC 28031. Our
telephone number is (704) 564-1676. We are authorized to issue 100,000,000
shares of common stock. Our total authorized common stock consists of
100,000,000 of which 10,990,000 shares are issued and outstanding. We are also
authorized to issue up to 10,000,000 shares of convertible preferred stock, of
which none are issued and outstanding.
Plan of Operation.
For the next twelve months, we plan to continue to operate as a broker of
commercial finance transactions with offices based in the banking center of
Charlotte, NC. We have conservatively projected revenues of approximately
$23,000 and costs of $12,800 for the next twelve months of operations. Revenues
could exceed this level with additional marketing expenditures. Such
expenditures would involve targeted internet advertising via banner and search
engine advertisements or printed advertising in industry publications. We
anticipate such expenditures to approximate $3,000 per month, and we will need
to incur additional debt or raise equity funds pay for this marketing. There
can be no assurances that we will be successful in obtaining funds from these
sources. Mr. Koran has indicated a willingness to make a capital contribution
to our Company from the funds that he receives for the sale of his 300,000
registered shares, although there can be no guarantees with respect to the sale
of such shares, since he will be able to only sell approximately 100,000 shares
every ninety days, or the amount of any capital contribution.
In the event that we are successful in raising an additional $3,000 per month to
fund marketing expenditures, we project that our revenues could exceed $100,000
per year within a three month period, based on our knowledge of the marketing
and revenue performance of competitors in the Charlotte, NC market. One example
would be a competitor who spends $3,000 per month in advertising, and is able to
complete three to five new transactions per month. These have generated in
excess of $100,000 per year in annual revenue for this competitor.
35
Results of Operations.
For the period from inception (February 2, 2004) through May 31, 2004.
Sales.
Sales for the period from inception (February 2, 2004) through May 31, 2004
were $4,257. Sales consisted of commissions earned on funded loans as follows:
- Broker fee in connection with factoring of accounts receivable
generated $1,213.
- Broker fee in connection with two mortgage commissions generated
$3,044.
All sales transactions were with unrelated parties.
Cost of Sales.
We do not have a cost of sales.
Expenses.
Total expenses for the period from inception (February 2, 2004) through May
31, 2004 was $4,056. The expenses related to the fair value of rent contributed
by our President free of charge and for business expenses paid by him on our
behalf.
We expect increases in expenses through the year 2004 as we move toward
developing our business plan and registering our common stock. In addition, we
expect professional fees to increase to around $30,000 per year for compliance
with the reporting requirements of the Securities and Exchange Commission once
our registration is deemed effective.
We do not have any lease agreements for our facilities and do not currently
have any employment agreements.
Income Taxes
We did not have any federal or state income tax expense for the period from
inception (February 2, 2004) through May 31, 2004.
36
Income / Losses.
Net income for the period from inception (February 2, 2004) through May 31,
2004 was $201. We expect to continue to incur losses at least through the year
2004, partly attributable to the fair value of expected services to be received.
In addition, there can be no assurance that we will achieve or maintain
profitability or that our revenue growth can be sustained in the future.
Impact of Inflation.
We believe that inflation has had a negligible effect on operations since
inception. We believe that we can offset inflationary increases in the cost of
operations by increasing sales and improving operating efficiencies.
Liquidity and Capital Resources.
Cash flows provided by operations for the period from inception (February
2, 2004) through May 31, 2004 was $4,143. Cash flows were primarily attributable
to net income plus the fair value of rent provided by our President and business
expenses paid by him on our behalf.
Cash flows generated by financing activities was $100 for the period from
inception (February 2, 2004) through May 31, 2004. Cash flows for this period
included proceeds from the sale of 10,000,000 shares of our common stock to our
officer for $100 pursuant to a Regulation D private offering. Proceeds were used
towards general business expenses.
Overall, we have funded our cash needs from inception for the period from
inception (February 2, 2004) through May 31, 2004 with one equity transaction
with our officer as described above and from operations. If we are unable to
receive additional cash from our officer, we may need to rely on financing from
outside sources through debt or equity transactions. Our officer is under no
legal obligation to provide us with capital infusions. Failure to obtain such
financing could have a material adverse effect on our operations and financial
condition. This could include an inability to do sufficient advertising for the
services we provide, which would make us less competitive in the marketplace. We
could also find it more difficult to enter into strategic joint venture
relationships with third parties. Finally, it would most likely delay the
implementation of our business plan. An alternative plan of operation in the
event of a failure to obtain financing would be to continue operations as
currently configured, with the result being little, if any, projected growth.
Another alternative would be to enter into a joint venture with a brokerage firm
that has working capital available, albeit on less favorable terms than had we
obtained financing, for the development of our business plan.
37
We had cash on hand of only $4,243 and working capital of $4,243 as of May
31, 2004. It is our opinion that our current amount of cash in the bank may not
be sufficient to fund our operations for the next twelve months and we may be
forced to rely on funding from outside sources. In that regard, we have
drawn-down $12,500 from our unsecured line of credit, leaving $2,500 of
available credit. In connection therewith, monthly debt service amounts to $50
on an interest only payment to the bank. In addition to the line of credit, we
may need to seek additional outside sources of funding, such as equity or debt
placements. We will also rely on the existence of our projected revenue from
our business operations, if any. A lack of significant revenues during the
remainder of 2004 will significantly affect our cash position and move us
towards a position where the raising of additional funds through equity or debt
financing will have to be necessary. Our current level of operations would
require capital of approximately $1,000 to sustain operations through year 2004
and approximately $35,000 per year thereafter. Any modifications to our business
plans, such the hiring of additional employees and the principal making a
full-time commitment to the business, which would require the payment of his
salary and expenses, may require additional capital for us to operate. There can
be no assurance that additional capital will be available to us when needed or
available on terms favorable to us. Our approximate offering expenses of $10,000
in connection with this offering have already been paid through a draw-down on
our $15,000 unsecured line of credit. A second draw-down in the amount of
$2,500 on our unsecured line of credit was made to pay for the services of our
accountant, Traci J. Anderson, CPA, in connection with her work on our audit.
Neither Mr. Koran, nor any other person or entity is liable for, surety or
otherwise provides a guarantee for our line of credit with First Citizens Bank.
On a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing. We are considering launching a local advertising campaign. Our
current capital and revenues are insufficient to fund such marketing. If we
choose to launch such a campaign, we will require substantially more capital. If
necessary, we will raise this capital through an additional stock offering.
However, there can be no assurance that we will be able to obtain additional
equity or debt financing in the future, if at all. If we are unable to raise
additional capital, our growth potential will be adversely affected and we will
have to significantly modify our plans. For example, if we unable to raise
sufficient capital to develop our business plan, we may need to:
- Seek projects that are less in value or that may be projected to be
less profitable, or
- Seek business that is outside our immediate area to bring some revenue
in to our Company.
Demand for the products and services will be dependent on, among other
things, market acceptance of our services, the commercial finance brokering
market in general, and general economic conditions, which are cyclical in
nature. Inasmuch as a major portion of our activities is the receipt of revenues
from commissions earned, our business operations may be adversely affected by
our competitors and prolonged recession periods.
Our success will be dependent upon implementing our plan of operations and
the risks associated with our business plan. We operate a small commercial
finance brokerage business in the Charlotte, North Carolina area. We plan to
strengthen our position in these markets. We plan to expand our operations
through aggressively marketing our services. We project that we may become
profitable on a self-sustaining basis in 24-36 months. However, there can be no
assurances that we will ever become profitable on a self-sustaining basis.
38
Results of Operations.
For the period from inception (February 2, 2004) through September 30,
2004.
Sales.
Sales for the period from inception (February 2, 2004) through September
30, 2004 were $9,183. Sales consisted of commissions earned on funded loans as
follows:
- Broker fee in connection with factoring of accounts receivable
generated $1,213.
- Broker fee in connection with two mortgage commissions generated
$3,044.
- Broker fee in connection with factoring of accounts receivable
generated $1,317.
- Broker fee in connection with factoring of accounts receivable
generated $1,243.
- Broker fee in connection with factoring of accounts receivable
generated $1,332.
- Broker fee in connection with factoring of accounts receivable
generated $886.
- Broker fee in connection with a commercial lease generated $148.
All sales transactions were with unrelated parties.
Cost of Sales.
We do not have a cost of sales.
Expenses.
Total expenses for the period from inception (February 2, 2004) through
September 30, 2004 was $233,859. Of this amount, $172,500 consists of the fair
value of services of $.25 per share that were recorded relating to the common
share issuances of 490,000 and 200,000 shares to Greentree Financial Group, Inc.
and HairMax International, Inc., respectively. The expenses also related to the
fair value of rent contributed by our President free of charge and for business
expenses paid by him on our behalf.
We expect increases in expenses through the year 2004 as we move toward
developing our business plan and registering our common stock. In addition, we
expect professional fees to increase to around $30,000 per annum for compliance
with the reporting requirements of the Securities Exchange Act of 1934, as
amended.
We do not have any lease agreements for our facilities and do not currently
have any employment agreements.
Income Taxes
We did not have any federal or state income tax expense for the period from
inception (February 2, 2004) through September 30, 2004.
39
Income / Losses.
Net loss for the period from inception (February 2, 2004) through September
30, 2004 was $(225,620), $(.02) per share, due to the aforementioned issuances
of common shares for services rendered. We expect to continue to incur losses at
least through the year 2004, partly attributable to the fair value of expected
services to be received. In addition, there can be no assurance that we will
achieve or maintain profitability or that our revenue growth can be sustained in
the future.
Impact of Inflation.
We believe that inflation has had a negligible effect on operations since
inception. We believe that we can offset inflationary increases in the cost of
operations by increasing sales and improving operating efficiencies.
Liquidity and Capital Resources.
Cash flow used in operations for the period from inception (February 2,
2004) through September 30, 2004 was $12,351. Cash flows were primarily
attributable to a net loss plus the fair value of rent provided by our President
and business expenses paid by him on our behalf and common stock issued for
services of $172,500.
Cash flow generated by financing activities was $16,542 for the period from
inception (February 2, 2004) through September 30, 2004. Cash flows for this
period included proceeds from the sale of 10,000,000 shares of our common stock
to our President for $100 in cash and a note for $9,900 pursuant to a private
offering exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. Proceeds were used towards general business expenses. It also
included $12,500 in proceeds from a note payable incurred by us under our
unsecured line of credit.
Overall, we have funded our cash needs for the period from inception
(February 2, 2004) through September 30, 2004 with one equity transaction with
our President as described above and from borrowings from a note payable. If we
are unable to receive additional cash from our President, we may need to rely on
financing from outside sources through debt or equity transactions. Our officer
is under no legal obligation to provide us with capital infusions. As described
above under Liquidity and Capital Resources for the period from inception
(February 2, 2004) to May 31, 2004, our cash flow and cash needs for the future
are significant. Cash flow for the period inception (February 2, 2004) to
September 30, 2004 has decreased and our cash needs have increased as a result
of our results of operations during the period.
Failure to obtain such financing could have a material adverse effect on
our operations and financial condition. This could include an inability to do
sufficient advertising for the services we provide, which would make us less
competitive in the marketplace. We could also find it more difficult to enter
into strategic joint venture relationships with third parties. Finally, it would
most likely delay the implementation of our business plan. An alternative plan
of operation in the event of a failure to obtain financing would be to continue
operations as currently configured, with the result being little, if any,
projected growth. Another alternative would be to enter into a joint venture
with a brokerage firm that has working capital available, albeit on less
favorable terms than had we obtained financing, for the development of our
business plan.
40
We had cash on hand of only $4,191 and a working capital deficit of
$(48,088) as of September 30, 2004. In that regard, we have drawn-down $12,500
from our unsecured line of credit, leaving $2,500 of available credit. In
connection therewith, monthly debt service amounts to $50 on an interest only
payment to the bank. In addition to the line of credit, we may need to seek
additional outside sources of funding, such as equity or debt placements. We
will also rely on the existence of our projected revenue from our business
operations, if any. A lack of significant revenues during the remainder of 2004
will significantly affect our cash position and move us towards a position where
the raising of additional funds through equity or debt financing will have to be
necessary. Our current level of operations would require capital of
approximately $1,000 to sustain operations through year 2004 and approximately
$35,000 per year thereafter. Any modifications to our business plans, such the
hiring of additional employees and the principal making a full-time commitment
to the business, which would require the payment of his salary and expenses, may
require additional capital for us to operate. There can be no assurance that
additional capital will be available to us when needed or available on terms
favorable to us. Our approximate offering expenses of $10,000 in connection with
this offering have already been paid through a draw-down on our $15,000
unsecured line of credit. A second draw-down in the amount of $2,500 on our
unsecured line of credit was made to pay for the services of our accountant,
Traci J. Anderson, CPA, in connection with her work on our audit. Neither Mr.
Koran, nor any other person or entity is liable for, surety or otherwise
provides a guarantee for our line of credit with First Citizens Bank.
On a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing. We are considering launching a local advertising campaign. Our
current capital and revenues are insufficient to fund such marketing. If we
choose to launch such a campaign, we will require substantially more capital. If
necessary, we will raise this capital through an additional stock offering.
However, there can be no assurance that we will be able to obtain additional
equity or debt financing in the future, if at all. If we are unable to raise
additional capital, our growth potential will be adversely affected and we will
have to significantly modify our plans. For example, if we unable to raise
sufficient capital to develop our business plan, we may need to:
- Seek projects that are less in value or that may be projected to be
less profitable, or
- Seek business that is outside our immediate area to bring some revenue
in to our Company.
Demand for the products and services will be dependent on, among other
things, market acceptance of our services, the commercial finance brokering
market in general, and general economic conditions, which are cyclical in
nature. Inasmuch as a major portion of our activities is the receipt of revenues
from commissions earned, our business operations may be adversely affected by
our competitors and prolonged recession periods.
41
Our success will be dependent upon implementing our plan of operations and
the risks associated with our business plan. We operate a small commercial
finance brokerage business in the Charlotte, North Carolina area. We see a need
to strengthen our position in these markets. We are considering expanding our
operations through aggressively marketing our services. We project that we may
become profitable on a self-sustaining basis in 24-36 months. However, there can
be no assurances that we will ever become profitable on a self-sustaining basis.
INFORMATION ON PREVIOUSLY OWNED COMPANIES OF MR. DAVID KORAN
Mr. Koran has never owned any previous companies.
ITEM 18. DESCRIPTION OF PROPERTY
We do not own any property nor do we have any contracts or options to
acquire any property in the future. Presently, we are operating out of offices
in our president's residence in Cornelius, North Carolina. We occupy 200 square
feet. This space is adequate for our present and our planned future operations.
We pay no rent to our president for use of this space. In addition we have no
written agreement or formal arrangement with our president pertaining to the use
of this space. No other businesses operate from this office. We have no current
plans to occupy other or additional office space.
ITEM 19. INFORMATION CONCERNING HAIRMAX
HairMax International, Inc. was incorporated in 1987 under the laws of the
sate of Nevada as ATR Industries Inc. and was in the development stage until
1998. HairMax International, Inc. has a full service cleaning company offering
daily residential cleaning services, carpet cleaning and other related services
in the South Florida area under the name of Cleaning Express USA. HairMax
International, Inc. also offers beauty salon services and products though its
four retail beauty salons in the South Florida and Las Vegas areas under its
HairMax of Florida, Inc. and HairMax of Nevada, Inc. subsidiaries, respectively.
HairMax International, Inc., a Nevada corporation, is formerly known as
National Beauty Corp., and is referred to herein as HairMax International or the
"Company", unless the context indicates otherwise. Originally incorporated in
1987 as Tri-Capital Corporation, the name was changed in 1988 to Advanced
Appearance of America, which operated beauty salons until 1995. At that time,
Advanced Appearance of America discontinued its operations and went inactive
until early 1998. In March of 1998, HairMax International, Inc. changed its name
to ATR Industries, Inc. On June 1, 1998, HairMax International, Inc. acquired
ATR Industries, Inc. of Florida (AKA Cleaning Express USA and Cleaning Express
of South Palm Beach, Inc.), a private Florida corporation, for 3,000,000
restricted shares of Common Stock. On September 12, 2002, one HairMax's
subsidiaries legally changed its name to HairMax of Florida, Inc. from
Beautyworks USA of Florida, Inc.
Since 1998, HairMax International, Inc. has concentrated operations
primarily on the home cleaning and beauty salon services industries. In January
2000, HairMax commenced operations of a new division of operations related to
the preparation, development and marketing of cosmetics and beauty products via
an e-commerce Internet site. These operations were conducted through its wholly
owned subsidiary Beautymerchant.com, Inc., a Florida corporation. In 2001,
HairMax ceased any further investment into Beautymerchant.com, Inc., because it
was encountering numerous distribution and inventory problems. After this
developmental period, HairMax decided that it was prudent to make any further
investment in Beautymerchant.com, Inc.
42
HairMax International, Inc.'s goal is to provide high quality, affordable
hair care services and products to a wide range of customers through attractive
salons located in high traffic and convenient locations. The key elements of its
strategy to achieve these goals are Consistent, Quality Service. HairMax
International, Inc. is committed to meeting its customer's hair care needs by
providing competitively priced services and products in high traffic retail
locations with professional and knowledgeable stylists. HairMax International,
Inc.'s operations and marketing emphasize high quality services to create
customer loyalty, to encourage referrals and to distinguish our salons from its
competitors. The major services supplied by HairMax's salons are haircutting and
styling, hair coloring and waving, shampooing, conditioning and waxing. To
promote quality and consistency of services provided throughout its salons,
HairMax plans on hiring a training staff, to train salon employees.
HairMax International has the ability to expand its salon operations,
acquisition and franchising. This provides a significant flexibility to meet
consumer demand within the market.
Revenues, net losses and shareholders' equity for HairMax International,
Inc. for its fiscal year ended December 31st, audited and prepared in accordance
with U.S. Generally Accepted Accounting Principles, are as follows:
December 31, 2003 2002
------------ ------------
Revenues $ 476,581 $ 542,210
Net Loss $ (3,513,287) $ (887,790)
Shareholders' Equity(Deficit) $ (58,925) $ 144,093
Unaudited revenues, net losses and shareholders' equity for HairMax for the
three months ended March 31, 2004 and 2003 are as follows:
June 30 , 2004 2003
------------ ------------
Revenues $ 331,909 $ 228,581
Net Loss $ (1,029,028) $ (302,393)
Shareholders' Equity(Deficit) $ (22,067) $ 107,328
43
On July 1, 2004, HairMax filed a Form N-54, Notification of Election By
Business Development Companies, with the Commission. On July 12, 2004, it filed
a Form 1-E, Notification Under Regulation E, with the Commission, including its
Offering Circular under Regulation E to sell Common Stock equal to $4,000,000 at
prices ranging from $0.01 to $0.20 per share. To date, HairMax has sold
approximately 3,228,000 shares of common stock at different prices pursuant to
the Offering Circular.
Hairmax's election to become regulated as a "business development company
or "BDC" under the Investment Company Act of 1940 means that it will operate as
a publicly-traded, closed-end investment company which, because of its election,
can raise money in the public sector and invest in the private sector.
HairMax plans to make investments into small, developing portfolio
companies. Because the companies being financed are typically developmental
stage businesses, HairMax will be required to make available its management
expertise to the portfolio company. Investments can be made in virtually any
form including debt, equity, cash, real property, or simply management.
Hairmax's business plan is to make strategic investments in cash-flow
positive hair care salons and related businesses with perceived growth potential
in the hair services sector. The Investment Committee has adopted a charter
wherein these two criteria are weighed against other criteria including
strategic fit, investment amount, management ability, etc. In principle, the
HairMax will prefer to make investments in companies where it can acquire at
least 51% ownership interest in the outstanding capital of the portfolio
company.
HairMax's decision to become a BDC should have a positive impact on our
strategic alliance agreement with HairMax, inasmuch as HairMax will be raising
money in the public sector to acquire companies that may have potential
customers for our commercial finance brokering business. We acknowledge that
HairMax may have targeted companies in the cash-flow positive hair care salon
business and related businesses, but we feel that any growth by acquisition from
their current size will only be positive for us. We also note that in HairMax's
Form 1-E filing and Offering Circular it reported plans to spin-off the
operations of its Cleaning Express USA, Inc. subsidiary. That spin-off has not
been consummated to date, and if it is concluded, as long as Cleaning Express
USA, Inc. is majority owned by HairMax's controlling shareholders, Mr. and Mrs.
Edward A. Roth, we are in a position to receive referrals from its commercial
customers.
Inasmuch as HairMax International, Inc. is a reporting company under the
Securities Exchange Act of 1934, reports and other information filed by it are
available for inspection and copying at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
44
ITEM 20. FEDERAL INCOME TAX CONSEQUENCES OF THE HAIRMAX DISTRIBUTION
The following discussion is a general summary of current Federal Income tax
consequences of the HairMax distribution as presently interpreted by the Law
Offices of Harold H. Martin, P.A., counsel to the Company. It is important to
note that a shareholder's particular tax consequences may vary depending on his
individual circumstances. You are urged to consult your own tax advisor as to
the particular tax consequences to you of the HairMax distribution, including,
without limitation, the applicability and effect of any state, local or foreign
tax laws and the possible effects of changes of applicable tax laws.
The Internal Revenue Service will not give an advance ruling as to the
valuation of our common stock to be distributed as a dividend by HairMax to its
shareholders. The IRS is not bound by any determination made by HairMax as to
the fair market value of the property distributed to the HairMax shareholders.
The distribution of our common stock to HairMax shareholders as a dividend
may be a taxable event if certain conditions are met. Section 301 of the
Internal Revenue Code of 1986 provides that the HairMax dividend will be taxable
in an amount equal to the fair market value of the property distributed provided
that it is treated as a dividend. Section 316 of the Code provides generally
that a corporate distribution will be treated as a dividend to the extent the
distribution is paid out of earnings and profits accumulated since 1996 or out
of earnings and profits for the year of the distribution. Management believes
that HairMax does not have accumulated earnings and profits since 1996. There
are also no earnings and profits for the year of distribution measured through
March 31, 2004. Accordingly, the distribution will be taxable as a dividend only
to the extent that there are earnings and profits for remainder of the fiscal
year 2004 of distribution.
If HairMax has no earnings and profits for fiscal year 2004, then the
distribution will not be treated as a dividend of HairMax of the fair market
value of the property distributed. If HairMax has earnings and profits for the
fiscal year 2004, but not enough earnings and profits to cover the value of the
property distributed, then the distribution will be taxed as an ordinary income
dividend to the extent of the earnings and profits through fiscal year 2004. If
HairMax has earnings and profits through fiscal year 2004 that exceed the fair
market value of the property distributed, then the entire distribution will be
considered a taxable dividend to the shareholders.
Corporate holders of HairMax shares (other than S Corporations) may be
entitled to the dividends-received deduction, which would generally allow such
shareholders a deduction, subject to certain limitations, from their gross
income of either 70% or 80% of the amount of the dividend depending on their
ownership percentage in HairMax. The holding period for the HairMax shareholders
for our common stock received in the HairMax distribution will commence on the
date of the HairMax distribution.
45
Computation of Fair Market Value. For income tax purposes, Fair Market
Value is the price at which a willing buyer and a willing seller would agree to
exchange property, neither being under a compulsion to buy or sell. Fair market
value must be determined on the date (or as close to as possible) of the
distribution. Since there is no trading market for our common stock, fair market
value will be calculated at the appropriate time using other valuation
techniques. We are going to use the net book value of our common stock on the
date of distribution, since there is currently no trading market for our common
shares. As of March 31, 2004, the taxable dividend value of each of the common
shares to be distributed to HairMax shareholders would be $0.0004. This is
arrived at by dividing our shareholders' equity on May 31, 2004, $4,243, by the
number of our common shares outstanding on May 31, 2004: 10,990,000.
The recipients of the distribution are not paying for the shares received
and are therefore not making a decision about investing in the shares. The tax
consequences of the distribution do not change the fact that shareholders of
HairMax common stock will receive the shares without any direct payment for
them. The information about the amount of the taxable dividend per share will be
delivered to each shareholder in the ordinary course of business after the
computation of earnings and profits for HairMax for its fiscal year 2004.
HairMax's fiscal year 2004 is the year ended December 31, 2004, the period for
which the most recent financial data about HairMax will be available.
ITEM 21. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In February 2004, we issued 500 pre-split (10,000,000 post-split) common
shares of $.001 par value stock to an officer for $100. The excess of the par
value times the number of common shares issued over the $100 in cash collected
represents a receivable from him at May 31, 2004. He contributed $3,942 in
services and expenses paid personally by him, to us during the period from
inception (February 2, 2004) through September 30, 2004.
On June 23, 2004, we increased our number of currently authorized of 25,000
shares of common stock to 100,000,000 shares of common stock. The par value of
each remained at $.001. We also authorized the establishment of a class of
convertible preferred stock and therefore increased its authorized capital to
10,000,000 shares of preferred stock, convertible to common stock at a ratio of
ten shares of common stock for each share of preferred stock. The par value of
each share is $.001.
On June 23, 2004, an agreement was signed between Capital Resource Funding
and Greentree Financial Group, Inc. whereby Greentree Financial Group, Inc. will
assist with the preparation of SEC Registration Statement form SB-2, assist with
the preparation of Board Resolutions authorizing the transactions, assist with
preparing our corporate housekeeping, assist with the preparation of a share
exchange agreement such as the Letter of Intent with HairMax, Edgarization of
the SB-2 with the SEC, and assist with the preparation of a newly created
preferred stock issue. In connection with this agreement, we promised to pay
$40,000 (representing $38,835 principal and $1,165 interest or approximately 6%
per annum) to Greentree Financial Group, Inc. The 6 month, non-assumable
promissory note between Capital Resource Funding and Greentree Financial Group,
Inc. was signed on June 24, 2004. In addition to the promissory note, we paid
$10,000 in cash upon signing the agreement and we have issued 490,000 shares of
common stock to Greentree Financial Group, Inc., which shares are being
registered in this offering.
46
On or about October 22, 2004, we issued shares of common stock to three of
our officers, as follows: Laura Koran, Chief Financial Officer, 150,000 shares;
Steven Moore, Chief Operating Officer, 75,000 shares; and Richard Koran, Vice
President, 75,000 shares. All three issuances were exempt from the registration
requirements of the Securities Act as a private placement pursuant to Section
4(2) thereof.
ITEM 22. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is not traded on any exchange. We plan to have our shares
of common stock quoted on the over-the-counter Bulletin Board. The
over-the-counter Bulletin Board is a quotation medium for subscribing members
only. And only market makers can apply to quote securities on the
over-the-counter Bulletin Board. We cannot guarantee that we will obtain a
market maker or such a quotation. Although we will seek a market maker for our
securities, our management has no agreements, understandings or other
arrangements with market makers to begin making a market for our shares. There
is no trading activity in our securities, and there can be no assurance that a
regular trading market for our common stock will ever be developed, or if
developed, will be sustained.
A shareholder in all likelihood, therefore, will not be able to resell
their securities should he or she desire to do when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities.
Agreements to Register.
Not applicable.
Holders.
As of October 22, 2004, there were 5 holders of record of our common stock.
Shares Eligible for Future Sale.
Upon effectiveness of this registration statement, the 200,000 and 790,000
shares, respectively, of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act of 1933, except for any
shares held by our "affiliates", which will be restricted by the resale
limitations of Rule 144 under the Securities Act of 1933.
47
In general, under Rule 144 as currently in effect, any of our affiliates
and any person or persons whose sales are aggregated who has beneficially owned
his or her restricted shares for at least one year, may be entitled to sell in
the open market within any three-month period a number of shares of common stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates, who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.
Further, Rule 144A as currently in effect, in general, permits unlimited
resales of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.
As a result of the provisions of Rule 144, 300,000 shares of our common
stock will be available for sale upon the effectiveness of this Registration
Statement. The availability for sale of substantial amounts of common stock
under Rule 144 could adversely affect prevailing market prices for our
securities.
Dividends.
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.
The 200,000 and 790,000 shares, respectively, of common stock sold in this
offering will be freely tradable without restrictions under the Securities Act
of 1933, except for any shares held by our "affiliates", which will be
restricted by the resale limitations of Rule 144 under the Securities Act of
1933.
Dividend Policy.
All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
48
Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act
of 1934
Our Shares are "penny stocks" within the definition of that term as
contained in the Securities Exchange Act of 1934, generally equity securities
with a price of less than $5.00. Our shares will then be subject to rules that
impose sales practice and disclosure requirements on certain broker-dealers who
engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling penny stock to
anyone other than an established customer or "accredited investor" must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, unless the broker-dealer or the transaction is otherwise exempt,
the penny stock regulations require the broker-dealer to deliver, prior to any
transaction involving a penny stock, a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the Registered Representative and current bid and offer
quotations for the securities. In addition a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's account, the account's value and information
regarding the limited market in penny stocks. As a result of these regulations,
the ability of broker-dealers to sell our stock may affect the ability of
Selling Security Holders or other holders to sell their shares in the secondary
market. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. These additional sales practice and disclosure requirements
could impede the sale of the Company's securities, if our securities become
publicly traded. In addition, the liquidity for the Company's securities may be
adversely affected, with concomitant adverse affects on the price of the
Company's securities. Our shares may someday be subject to such penny stock
rules and our shareholders will, in all likelihood, find it difficult to sell
their securities.
ITEM 23. EXECUTIVE COMPENSATION
Summary Compensation Table
--------------------------
Annual Compensation Long Term Compensation
---------------------------- ------------------------------------------------
Name and Restricted Securities LTIP Other
Principal Other Annual Stock Underlying payouts
Position Year Salary Bonus Compensation Award(s) Options
($) ($) ($) ($) (#) ($) ($)
- --------- ---- ------ ----- ------------ ---------- ---------- ------- ------------
David 2004 0 0 0 0 0 0 0
Koran
President
49
We have not entered into any other employment agreements with our employees,
Officers or Directors. We have no standard arrangements under which we will
compensate our directors for their services provided to us. We plan to
compensate Mr. Koran at the rate of $40,000 per year plus expenses in the event
that we have sufficient funds to do so. Based on our projections, this will not
be possible during the first twelve months of operations, and we anticipate
paying him no compensation. During the second twelve months of operations, our
projections indicate that we should have sufficient funds to fully pay him at
this rate.
50
ITEM 24. FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors and Stockholders
Capital Resource Funding, Inc. (FKA Capital Business Funding, Inc.)
2212 Lantern Way Circle
Cornelius, NC 28031
I have audited the accompanying balance sheet of Capital Resource Funding, Inc.
(FKA Capital Business Funding, Inc.) as of May 31, 2004 and the related
statements of income, stockholder's equity, and cash flows for the period of
inception (February 2, 2004) through May 31, 2004. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free from 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. I believe
that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respect, the financial position of Capital Resource Funding, Inc. (FKA
Capital Business Funding, Inc.) as of May 31, 2004, and the results of its
operations and its cash flows for the period of inception (February 2, 2004)
through May 31, 2004 in conformity with U.S. generally accepted accounting
principles.
/s/ Traci J. Anderson, CPA
Huntersville, NC
June 28, 2004
51
CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
BALANCE SHEET
AS OF MAY 31, 2004
ASSETS
CURRENT ASSETS
- ---------------
Cash and cash equivalents $ 4,243
------------
TOTAL CURRENT ASSETS 4,243
------------
TOTAL ASSETS $ 4,243
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Stockholder's Equity
- ---------------------
Convertible Preferred Stock ($0.001 par value,
10,000,000 shares authorized; none issued and
outstanding as of May 31, 2004.) -
Common stock ($.001 par value, 100,000,000 shares
authorized; 10,000,000 shares issued and outstanding
at May 31, 2004) 10,000
Additional Paid in Capital 3,942
Retained Earnings 201
Receivable from the sale of stock to officer (9,900)
------------
TOTAL STOCKHOLDER'S EQUITY 4,243
------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 4,243
============
The accompanying notes are an integral part of these financial statements.
52
CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
INCOME STATEMENT
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 2, 2004) THROUGH MAY 31,2004
REVENUES:
- ---------
Commissions earned $ 4,257
------------
TOTAL REVENUE $ 4,257
------------
EXPENSES:
- ---------
General and administrative 4,056
------------
TOTAL EXPENSES 4,056
------------
OPERATING INCOME 201
------------
NET INCOME $ 201
============
Net income per share-basic and fully diluted $ *
============
Weighted average shares outstanding 10,000,000
============
* = Less than $.01.
The accompanying notes are an integral part of these financial statements
53
CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA, CAPITAL BUSINESS FUNDING, INC.)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 1, 2004) THROUGH MAY 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------
Net income $ 201
Adjustments to reconcile net income to net
cash provided by operating activities
Fair value of rent provided by officer and
majority shareholder 2,000
Business expenses paid by officer and majority shareholder 1,942
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,143
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -----------------------------------------
Issuance of common stock 100
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 100
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,243
CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD -
------------
END OF THE PERIOD $ 4,243
============
The accompanying notes are an integral part of these financial statements.
54
CAPITAL RESOURCE FUNDING, INC.
------------------------------
(FKA CAPITAL BUSINESS FUNDING, INC.)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 1, 2004) THROUGH MAY 31, 2004
Retained Common Common Additional
Earnings Stock Shares Paid in
Capital
-------- ---------- ---------- ----------
Balances, February 2, 2004 $ - $ - - $ -
Issuance of common stock 10,000 10,000,000 -
Contribution of capital by officer - - - 3,942
Net income for the period 201 - - -
-------- ---------- ---------- ----------
Balances, May 31, 2004 $ 201 $ 10,000 10,000,000 $ 3,942
======== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
55
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------
Business Activity-Capital Resource Funding, Inc. (FKA Capital Business Funding,
- ------------------
Inc.) ("The Company") was organized under the laws of the State of North
Carolina on February 2, 2004 as a subchapter S-Corporation. The Company is in
the business of providing consultative services to small to mid sized businesses
in need of financing sources ranging from SBA loans, commercial mortgages,
factoring and asset based loans.
Cash and Cash Equivalents-For purposes of the Statement of Cash Flows, the
- ----------------------------
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.
Management's Use of Estimates-The preparation of financial statements in
- --------------------------------
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition-The Company's revenue is derived primarily from brokering
- --------------------
income which ranges from one time origination fees to on-going monthly
commissions paid for the life of the financing. For purposes of one-time
origination fees, revenue is recognized as earned when each loan deal is
finalized. For purposes of on-going monthly commissions paid for the life of
the financing, revenue is recognized as earned based on the total of the gross
monthly financing fees generated.
Comprehensive Income (Loss)-The Company adopted Financial Accounting Standards
- -----------------------------
Board Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. There
were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.
Advertising Costs-Advertising costs are expensed as incurred. The advertising
- ------------------
expense totaled $ -0- for the period from inception (February 2, 2004) through
May 31, 2004.
56
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period Ended May 31, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------
Net Income per Common Share-Statement of Financial Accounting Standard (SFAS)
- ------------------------------
No. 128 requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations.
Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. If applicable, diluted earnings per share would
assume the conversion, exercise or issuance of all potential common stock
instruments such as options, warrants and convertible securities, unless the
effect is to reduce a loss or increase earnings per share. Accordingly, this
presentation has been adopted for the period presented. There were no
adjustments required to net income for the period presented in the computation
of diluted earnings per share.
Income Taxes-The S Corporation is not a taxpaying entity for federal and state
- -------------
income tax purposes and thus no provisions for income taxes has been recognized.
Income of the S Corporation is faxed to the shareholders in their respective
returns.
Fair Value of Financial Instruments-The carrying amounts reported in the balance
- -----------------------------------
sheet for cash, accounts receivable and payable approximate fair value based on
the short-term maturity of these instruments.
Impairment of Long-Lived Assets-The Company evaluates the recoverability of its
- --------------------------------
fixed assets and other assets in accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144'). SFAS 144 requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds its
expected cash flows, it is considered to be impaired and is written down to fair
value, which is determined based on either discounted future cash flows or
appraised values. The Company adopted the statement on inception. No impairments
of these types of assets were recognized during the period ended May 31, 2004
based upon a management review of such assets.
57
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------
Recent Accounting Pronouncements-In June 2001, the Financial Accounting
- ----------------------------------
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
143, "Accounting for Asset Retirement Obligations" which addresses the
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value cannot be made. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework to measure the impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to
include a component of the entity (rather than a segment of the business). SFAS
No.144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001. The Company does not expect SFAS No. 144 to have a
material effect on its financial condition and cash flows.
In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was
issued which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and
contained technical corrections. As a result of SFAS No. 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations. The Company does
not expect SFAS No. 145 to have a material effect on its financial condition or
cash flows.
58
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------
Recent Accounting Pronouncements (cont')
- -------------------------------------------
In July of 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)". SFAS No. 146
revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The adoption of
this standard will not have an impact on the Company's financial statements.
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for
Guarantee, Including Indirect Guarantees or Indebtedness of Others", which
addresses the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees that are entered into or modified after December 31, 2002.
In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure"-an amendment to SFAS No. 123 (SFAS No.
148), which provides alternative methods of transition for companies voluntarily
planning on implementing the fair value recognition provisions of SFAS No. 123.
SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require
more prominent disclosure of the method of accounting for stock-based
compensation, and requiring disclosure of pro forma net income and earnings per
share as if the fair value recognition provisions of SFAS No. 123 had been
applied from the original effective date of SFAS No. 123.
59
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------
Recent Accounting Pronouncements (cont')
- -------------------------------------------
In January 2003, Financial Accounting Standards Board issued FIN No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 requires the
consolidation of entities that cannot finance their activities without the
support of other parties and that lack certain characteristics of a controlling
interest, such as the ability to make decisions about the entity's activities
via voting rights or similar rights. The entity that consolidates the variable
interest entity is the primary beneficiary of the entity's activities. FIN No.
46 applies immediately to variable interest entities created after January 31,
2003, and must be applied in the first period beginning after June 15, 2003 for
entities in which an enterprise holds a variable interest entity that it
acquired before February 1, 2003.
In January 2003, the EITF released Issue No. 00-21, (EITF 00-21), "Revenue
Arrangements with Multiple Deliveries", which addressed certain aspects of the
accounting by a vendor for arrangement under which it will perform multiple
revenue-generating activities. Specifically, EITF 00-21 addresses whether an
arrangement contains more than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21
is effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The adoption of this standard will not have an impact on
the Company's financial statements.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30, 2003. The
Company does not believe that there will be any impact on its financial
statements.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how companies classify and measure certain financial
with characteristics of both liabilities and equity. It requires companies to
classify a financial instrument that is within its scope as a liability (or an
asset in some characteristics). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003. The standard will not
impact the Company's financial statements.
60
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE B-SUPPLEMENTAL CASH FLOW INFORMATION
- ---------------------------------------------
Supplemental disclosures of cash flow information for the period ended May 31,
2004 is summarized as follows:
Cash paid during the period ended May 31, 2004 for interest and income taxes:
Income Taxes $---
Interest $---
NOTE C-SEGMENT REPORTING
- --------------------------
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires companies to
report information about operating segments in interim and annual financial
statements. It also requires segment disclosures about products and services,
geographic areas and major customers. The Company determined that it did not
have any separately reportable operating segments as of May 31, 2004.
NOTE D-EQUITY
- --------------
In February 2004, the Company issued 500 pre-split (10,000,000 post-split)
common shares of $.001 par stock to its officer for $100. See Subsequent Event
footnote below concerning the forward split of this stock. The excess of the par
value times the number of common shares issued over the $100 in cash collected
represents a receivable from the shareholder at May 31, 2004. The officer
contributed $3,942 in services and expenses paid personally by him, to the
Company during the period from inception (February 2, 2004) through May 31,
2004.
NOTE E-COMMITMENTS
- -------------------
The Company is provided with its office facilities from its officers and
majority shareholder, on a month to month basis for $500 per month.
61
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE F-LINE OF CREDIT
- ------------------------
On May 4, 2004, the Company received a $15,000 unsecured line of credit from The
First Citizens Bank & Trust Company ("The Bank"). The annual percentage rate
("APR") is based on the Bank's prime rate plus 1% with a maximum APR of 8%. As
of the date of the note, the APR was 5%. The initial maturity date of the note
is May 4, 2005. As of May 31, 2004, the Company had not drawn against this line
of credit. Subsequent to May 31, 2004, the Company borrowed $12,500 against this
line of credit. There is currently $2,500 in unused line of credit.
NOTE G-SUBSEQUENT EVENTS
- --------------------------
On June 23, 2004, The Company legally amended its Articles of Incorporation to
effect a name change from Capital Business Funding, Inc. to Capital Resource
Funding, Inc.
On June 23, 2004, the Company increased its number of currently authorized of
25,000 shares of common stock to 100,000,000 shares of common stock. The par
value of each shall remain at $.001. The Company also authorized the
establishment of a class of convertible preferred stock and therefore increased
its authorized capital to 10,000,000 shares of preferred stock, convertible to
common stock at a ratio of ten shares of common stock for each share of
preferred stock. The par value of each share shall be $.001.
On June 23, 2004, an agreement was signed between the Company and Greentree
Financial Group, Inc. whereby Greentree Financial Group, Inc. will assist with
the preparation of SEC Registration Statement form SB-2, assist with the
preparation of Board Resolution authorizing the transactions, assist with
preparing the Company corporate housekeeping, assist with the preparation of
share exchange agreement with a publicly traded company, Edgarization of the
SB-2 with the SEC, and assist with the preparation of a newly created preferred
stock. In connection with this agreement, the Company has promised to pay
$40,000 (representing $38,835 principal and $1,165 interest or approximately 6%
per annum) to Greentree Financial Group, Inc. The 6 month, non assumable
promissory note between the Company and Greentree Financial Group, Inc. was
drafted and signed on June 24, 2004. In addition to the promissory note, the
Company has paid $10,000 in cash upon signing the agreement and the Company will
also issue 490,000 shares of free-trading common stock to Greentree Financial
Group, Inc. within 6 months.
62
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through May 31, 2004
NOTE G-SUBSEQUENT EVENTS (cont')
- -----------------------------------
On June 23, 2004, the Company submitted a letter of intent to form a strategic
alliance with HairMax International, Inc. The Company intends to enter into a
strategic alliance whereby the services of the Company are offered to the
commercial customers of HairMax International, Inc. with a 50/50% revenue split
on every referral. In consideration for services provided by HairMax
International, Inc., the Company will pay to HairMax International, Inc. 200,000
shares of its unregistered common stock ($.001 par value).
On June 23, 2004, the Company enacted a 20,000 for 1 forward stock split on the
common stock owned by its officer and then sole shareholder. These financial
statements have been adjusted, accordingly, to reflect this split.
63
CAPITAL RESOURCE FUNDING, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 2004
================================================================================
ASSETS
CURRENT ASSETS
- ---------------
Cash and cash equivalents $ 4,191
----------
TOTAL CURRENT ASSETS 4,191
TOTAL ASSETS $ 4,191
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
- --------------------
Accrued Interest $ 583
Notes Payable 51,696
----------
52,279
Stockholders' Deficit
- ----------------------
Common Stock ($.001 par value, 100,000,000 shares authorized;
10,990,000 issued and outstanding at September 30, 2004) 10,990
Common stock to be distributed 172,500
Paid in Capital 3,942
Retained Deficit (225,620)
Receivable from Sale of Stock to Officer (9,900)
----------
TOTAL STOCKHOLDERS' DEFICIT (48,088)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 4,191
==========
64
CAPITAL RESOURCE FUNDING, INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2004
REVENUES:
- ---------
Commissions earned $ 9,183
----------
TOTAL REVENUE $ 9,183
EXPENSES:
- ---------
Selling, general and administrative 233,859
----------
TOTAL EXPENSES 233,859
OPERATING (LOSS) (224,676)
Interest expense 944
----------
944
NET (LOSS) $ (225,620)
==========
Net (loss) per share- basic and fully diluted $ (0.02)
==========
Weighted average shares outstanding 10,990,000
==========
65
CAPITAL RESOURCES FUNDING, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------
Net (loss) $ (225,620)
Common stock issued for services 211,335
Split adjustment of common stock 990
Accrued interest 944
----------
NET CASH (USED IN) OPERATING ACTIVITIES (12,351)
CASH FLOWS FROM FINANCING ACTIVITIES:
- -----------------------------------------
Issuance of common stock 100
Proceeds from notes payable to bank 12,500
Contributions of capital 3,942
----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,542
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,191
CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD -
----------
END OF THE PERIOD $ 4,191
==========
66
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------
Management's Use of Estimates-The preparation of financial statements in
- --------------------------------
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition-The Company's revenue is derived primarily from brokering
- --------------------
income which range from one time origination fees to on-going monthly
commissions paid for the life of the financing. Revenue is recognized as earned
when each loan deal is finalized. For purposes of on-going monthly commissions
paid for the life of the financing, revenue is recognized as earned based on the
total of the gross monthly financing fees generated.
Comprehensive Income (Loss)-The Company adopted Financial Accounting Standards
- -----------------------------
Board Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. There
were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.
Net Income per Common Share-Statement of Financial Accounting Standard (SFAS)
- ------------------------------
No. 128 requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations.
Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. If applicable, diluted earnings per share would
assume the conversion, exercise or issuance of all potential common stock
instruments such as options, warrants and convertible securities, unless the
effect is to reduce a loss or increase earnings per share. Accordingly, this
presentation has been adopted for the period presented. There were no
adjustments required to net income for the period presented in the computation
of diluted earnings per share.
Income Taxes-The S Corporation is not a taxpaying entity for federal and state
- -------------
income tax purposes and thus no provisions for income taxes has been recognized.
Income of the S Corporation is faxed to the shareholders in their respective
returns.
Fair Value of Financial Instruments-The carrying amounts reported in the balance
- -----------------------------------
sheet for cash, accounts receivable and payable approximate fair value based on
the short-term maturity of these instruments.
67
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------
Impairment of Long-Lived Assets-The Company evaluates the recoverability of its
- --------------------------------
fixed assets and other assets in accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144'). SFAS 144 requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds its
expected cash flows, it is considered to be impaired and is written down to fair
value, which is determined based on either discounted future cash flows or
appraised values. The Company adopted the statement on inception. No impairments
of these types of assets were recognized during the period ended May 31, 2004
based upon a management review of such assets.
Recent Accounting Pronouncements-In June 2001, the Financial Accounting
- ----------------------------------
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
143, "Accounting for Asset Retirement Obligations" which addresses the
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value cannot be made. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework to measure the impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to
include a component of the entity (rather than a segment of the business). SFAS
No.144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001. The Company does not expect SFAS No. 144 to have a
material effect on its financial condition and cash flows.
In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was
issued which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and
contained technical corrections. As a result of SFAS No. 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations. The Company does
not expect SFAS No. 145 to have a material effect on its financial condition or
cash flows.
68
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------
In July of 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)". SFAS No. 146
revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The adoption of
this standard will not have an impact on the Company's financial statements.
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for
Guarantee, Including Indirect Guarantees or Indebtedness of Others", which
addresses the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees that are entered into or modified after December 31, 2002.
In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure"-an amendment to SFAS No. 123 (SFAS No.
148), which provides alternative methods of transition for companies voluntarily
planning on implementing the fair value recognition provisions of SFAS No. 123.
SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require
more prominent disclosure of the method of accounting for stock-based
compensation, and requiring disclosure of pro forma net income and earnings per
share as if the fair value recognition provisions of SFAS No. 123 had been
applied from the original effective date of SFAS No. 123.
In January 2003, Financial Accounting Standards Board issued FIN No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 requires the
consolidation of entities that cannot finance their activities without the
support of other parties and that lack certain characteristics of a controlling
interest, such as the ability to make decisions about the entity's activities
via voting rights or similar rights. The entity that consolidates the variable
interest entity is the primary beneficiary of the entity's activities. FIN No.
46 applies immediately to variable interest entities created after January 31,
2003, and must be applied in the first period beginning after June 15, 2003 for
entities in which an enterprise holds a variable interest entity that it
acquired before February 1, 2003.
69
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
- ---------------------------------------------------------------
In January 2003, the EITF released Issue No. 00-21, (EITF 00-21), "Revenue
Arrangements with Multiple Deliveries", which addressed certain aspects of the
accounting by a vendor for arrangement under which it will perform multiple
revenue-generating activities. Specifically, EITF 00-21 addresses whether an
arrangement contains more than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21
is effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The adoption of this standard will not have an impact on
the Company's financial statements.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30, 2003. The
Company does not believe that there will be any impact on its financial
statements.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how companies classify and measure certain financial
with characteristics of both liabilities and equity. It requires companies to
classify a financial instrument that is within its scope as a liability (or an
asset in some characteristics). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003. The standard will not
impact the Company's financial statements.
NOTE B-NOTES PAYABLE
- ----------------------
Notes payable at September 30, 2004 consists of the following:
The Company has a $15,000 unsecured line of credit from The First Citizens Bank
& Trust Company ("The Bank"). The annual percentage rate ("APR") is based on
the Bank's prime rate plus 1% with a maximum APR of 8%. As of the date of the
note, the APR was 5%. The maturity date of the note is May 4, 2005. As of
September 30, 2004, the Company drew against this line of credit and owes
$12,500 against this line of credit. There is currently $2,500 in unused line of
credit.
70
CAPITAL RESOURCE FUNDING, INC
(FKA CAPITAL BUSINESS FUNDING, INC.)
NOTES TO FINANCIAL STATEMENTS
For the Period From Inception
(February 2, 2004) Through September 30, 2004
NOTE B-NOTES PAYABLE (CONT.)
- -------------------------------
In connection with financial advisory agreement with GreenTree Financial Group,
Inc., the Company owes $38,835 in principal. The 6 month, non assumable
promissory note between the Company and Greentree Financial Group, Inc. was
drafted and signed on June 24, 2004. The note matures on December 24, 2004 and
carries interest of 6% per annum.
ITEM 25. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Traci J. Anderson, Certified Public Accountant audited our financial
statements for the period from February 2, 2004 to May 31, 2004. We have never
had any changes in or disagreements with our accountants.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until ninety days after the effectiveness of the registration statement of
which this prospectus is a part, 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.
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PART II INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPECTUS
ITEM 26. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our bylaws provide for indemnification of each person (including the heirs,
executors, administrators, or estate of such person) who is or was director and
officer of the corporation to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against all
fines, liabilities, costs and expenses, including attorneys' fees, arising out
of his or her status as a director, officer, agent, employee or representative.
The foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs, and expenses, whether or not the
corporation would have the legal power to indemnify them directly against such
liability.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table is an itemization of all expenses, without
consideration to future contingencies, incurred or expected to be incurred by
our Corporation in connection with the issuance and distribution of the
securities being offered by this prospectus. Items marked with an asterisk (*)
represent estimated expenses. We have agreed to pay all the costs and expenses
of this offering. These estimated expenses have been paid and we do not expect
any material additional expenses as the result if this offering. Selling
Security Holders and the HairMax Selling Security Holders will pay no offering
expenses.
ITEM EXPENSE
SEC Registration Fee $ 16
Legal Fees and Expenses $10,000
Accounting Fees and Expenses $ 5,000
Transfer Agent Fees $ 1,500
Blue Sky Fees $ 5,000
Miscellaneous* $ 2,925
=======
Total* $24,441
* Estimated Figure
72
ITEM 28. RECENT SALES OF UNREGISTERED SECURITIES
On or about June 23, 2004, we increased our authorized common shares to
100,000,000, kept the par value at $.001 per share and forward split our common
stock 20,000 for 1. As a result, Mr. Koran's 500 shares were exchanged for
10,000,000 of our common shares. In addition, we authorized 10,000,000 shares of
convertible preferred stock to be issued, par value of $.001. Each one of these
shares is convertible into ten common shares.
On June 23, 2004, we entered into a Financial Advisory Services Agreement
with Greentree Financial Group, Inc. Under the terms of the agreement, Greentree
Financial Group, Inc. has agreed to use its best efforts to assist us in having
our common stock publicly traded. In exchange for the following services, we
have paid Greentree Financial Group, Inc., 490,000 shares of our common stock
and $10,000 cash for:
- Assistance with the preparation of our Form SB-2 registration
statement;
- State Blue-Sky compliance;
- Selection of an independent stock transfer agent; and
- Edgar services.
The common shares issued were valued at the estimated value for the
services received which was $122,500, or $.25 per share.
The shares issued to Greentree were issued in reliance upon an exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended, inasmuch as Greentree is a sophisticated investor which is able to bear
the financial risk of its investment, it was provided with access to information
about us and there was no general solicitation or advertising in connection with
the offering. In addition, Greentree is an "accredited investor" within the
meaning of the Securities Act of 1933, as amended.
In connection with this agreement, we promised to pay $40,000 (representing
$38,835 principal and $1,165 interest or approximately 6% per annum) to
Greentree Financial Group, Inc. The 6 month, non assumable promissory note with
Greentree Financial Group, Inc. was signed on June 24, 2004.
On or about February 2, 2004, we sold 500 pre-split shares (10,000,000
post-split) of stock to our President, David Koran for $100 pursuant to an
offering that was exempt under Section 4(2) of the Securities Act of 1933, as
amended.
73
On June 23, 2004, we entered into a strategic alliance with HairMax
International, Inc. whereby our services are going to be offered to the
commercial customers of HairMax International, Inc. with a 50/50% revenue split
on every referral. In consideration for services provided by HairMax
International, Inc., we will pay to HairMax International, Inc. 200,000 shares
of our unregistered common stock, $.001 par value per share. We relied on
exemptions provided by Section 4(2) of the Securities Act of 1933, as amended.
We made this offering based on the following facts: (1) the issuance was an
isolated private transaction which did not involve a public offering; (2) there
was only one offeree, (3) the offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; and (6) the negotiations for the sale of the stock took place
directly between the offeree and our management.
On or about October 22, 2004, we issued shares of common stock to three of
our officers, as follows: Laura Koran, Chief Financial Officer, 150,000 shares;
Steven Moore, Chief Operating Officer, 75,000 shares; and Richard Koran, Vice
President, 75,000 shares. All three issuances were exempt from the registration
requirements of the Securities Act as a private placement pursuant to Section
4(2) thereof.
ITEM 29. EXHIBITS
Exhibit Number Exhibit Description
- --------------- ------------------------------------------------------------
3.1 Articles of Incorporation *
- --------------- ------------------------------------------------------------
3.2 Articles of Amendment to Articles of Incorporation *
- --------------- ------------------------------------------------------------
3.3 Bylaws *
- --------------- ------------------------------------------------------------
4 Form of stock certificate *
- --------------- ------------------------------------------------------------
5 Legal opinion (including consent to be named in Registration
Statement) *
- --------------- ------------------------------------------------------------
10.1 Consulting agreement between Capital Resource Funding, Inc.
and Greentree Financial Group, Inc. *
- --------------- ------------------------------------------------------------
10.2 Promissory note between Capital Resource Funding, Inc. and
GreenTree Financial Group, Inc. *
- --------------- ------------------------------------------------------------
10.3 Letter of Intent between Capital Resource Funding, Inc. and
HairMax International, Inc. *
- --------------- ------------------------------------------------------------
23.1 Consent of auditor
- --------------- ------------------------------------------------------------
23.2 Consent of legal counsel as to tax matters *
- --------------- ------------------------------------------------------------
* Incorporated by reference from the original Form SB-2 as filed on August
16, 2004.
ITEM 30. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
74
a. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and 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.
c. Include any additional or changed material information on the plan of
distribution.
2. That, for determining liability under the Securities Act of 1933, to treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
3. To file a post-effective amendment to remove from registration any of the
securities that Remain unsold at the end of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
75
SIGNATURES
----------
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Cornelius, State of North Carolina on October 25, 2004.
Capital Resource Funding, Inc.
/s/ David R. Koran
---------------------
By: David R. Koran
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Name Title Date
- ------------------ --------------------------------- ----------------
/s/ Steve Moore Chief Operating Officer, Director October 25, 2004
- ------------------ --------------------------------- ----------------
/s/ Laura Koran Chief Financial Officer, Secretary October 25, 2004
and Director
- ------------------ --------------------------------- ----------------
/s/ Richard Koran Vice President, Director October 25, 2004
- ------------------ --------------------------------- ----------------
76