UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BACTROL TECHNOLOGIES, INC.
---------------------------------------------
(Name of small business issuer in its charter)
New York 5141 11-2665282
- ---------------- ----------------- ------------------
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification
incorporation or Classification Number.)
organization) Code Number)
1109 North 21st Avenue, Suite 120
Hollywood, Florida 33020
(954) 923-6002 Tel
(954) 923-6141 Fax
----------------------------------------------------------
(Address and telephone number principal executive offices)
1109 North 21st Avenue, Suite 120
Hollywood, Florida 33020
------------------------------------------------------------------------------
(Address of principal place of business or intended principal place of business)
Guy Galluccio, Jr.
Chief Executive Officer
1109 North 21st Avenue
Suite 120
Hollywood, Florida 33020
(954) 923-6002 Tel
(954) 923-6141 Fax
---------------------------------------------------------
(Name, address and telephone number of agent for service)
With a copy to:
Jerry Gruenbaum, Esq.
152 North Road
East Windsor, Connecticut 06088
(860) 627-6350 Tel
(520) 627-6351 Fax
Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
1
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ].
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
CALCULATION OF REGISTRATION FEE
Proposed Maximum Aggregate Amount of Title of Each Class of Securities to
be Registered Offering Price Registration Fee
Title of
Each Class
of Amount of
Securities Shares to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee (1)
- ------------- ----------- ----------------- ----------------- ------------
Common shares 3,000,000 $ 1.00 $ 3,000,000 $ 750.00
$0.0001
par value
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) promulgated under the Securities Act of
1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to such Section 8(a),
may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED BEFORE THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITIUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH OFFERS, SOLICITATIONS OR SALES WOULD BE UNLAWFUL BEFORE
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
2
PROSPECTUS
Issued [to be dated upon printing of prospectus] 2000
An Initial Registered Public Offering
3,000,000 Shares
BACTROL TECHNOLOGIES, INC.
COMMON STOCK
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense. We are offering for sale a maximum of 3,000,000 shares of
our common stock, which have a par value of $.0001 per share. The offering
price is $1.00 per share. There is no minimum number of shares that we have to
sell. There is no escrow account. All money received from the offering will be
immediately used by us and there will be no refunds. The offering will be for a
period of 90 days from the effective date and may be extended for an additional
90 days if we so choose to do so.
Under SEC Rule 3a51-1(d), the securities being offered may constitute penny
stocks, and as such, certain sales restrictions apply to these securities. No
public market currently exists for our common stock. No public market may ever
develop. Even if a market develops, you may not be able to sell your shares.
This is a highly risky investment. We have described these risks under the
caption "Risk Factors" beginning on page 6. We intend to file an application
for our common stock to be quoted on the Over the Counter Bulletin Board Market.
The offering price for the common stock has been arbitrarily determined by us.
AGREGATE PROCEEDS
PER SHARE OFFERING PRICE TO US
================================================================================
Public offering price............... $1.00 $3,000,000 $3,000,000
Underwriting discounts
And commissions ............... none none none
Proceeds, before expenses, to us ... $3,000,000 $3,000,000
================================================================================
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense. [to be dated upon printing of prospectus] 2000.
3
TABLE OF CONTENTS
Page
Summary Information . . . . . . . . . 5
Risk Factors . . . . . . . . . . 7
Risks Related to Our Business . . . . . . 7
Risks Related to This Offering . . . . . . 9
Determination of Offering Price . . . . . . . 11
Use of Proceeds . . . . . . . . . . 11
Capitalization . . . . . . . . . . 13
Dilution of the Price You Pay for Your Share . . . . . 13
Plan of Distribution; Terms of the Offering . . . . . 16
Business . . . . . . . . . . . 17
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 19
Principal Shareholders . . . . . . . . 19
Management . . . . . . . . . . . 21
Executive Compensation . . . . . . . . 22
Description of Securities . . . . . . . . 23
Stock Transfer Agent . . . . . . . . . 27
Certain Transactions . . . . . . . . . 27
Litigation . . . . . . . . . . 27
Experts . . . . . . . . . . . 27
Legal Matters . . . . . . . . . . 27
Financial Statements . . . . . . . . . 27
4
- --------------------------------------------------------------------------------
SUMMARY INFORMATION
- --------------------------------------------------------------------------------
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.
For investors outside the United States: We have not done anything that
would permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than in the
United States. You are required to inform us about and to observe any
restrictions relating to this offering and the distribution of this prospectus.
You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our financial statements and notes appearing elsewhere in this
prospectus.
THE COMPANY
Our Company was incorporated on August 31, 1983, under the laws of the
State of New York, as Owl Capital Corp., for the purpose of owning, establishing
and managing financial consulting services. We became a public company on
December 2, 1983 when our Registration Statement under the Securities Act of
1933 was filed and became effective with the Securities and Exchange Commission.
On May 16, 1988 we changed our name to Bactrol Technologies, Inc. We amended
our Certificate of Incorporation to effect the change of name on the same date,
in anticipation of our acquisition of a private business operating under a
similar name. Subsequently that acquisition contract was rescinded and we
remained as a non-functioning, non-trading public shell corporation with no
assets.
In 1989 we attempted to bring our Company's stock to the public market and
incurred printing and professional fees. The intent was to raise additional
capital for potential acquisitions. We have been inactive since November 1984,
when we ceased doing any business and we have not been operating as a business
ever since.
We have not filed our annual New York State tax returns from 1984 to 1998
and had as a result, our corporate status dissolved. During January 1999, our
management filed all of the delinquent tax returns and as a result we were
reinstated.
During 1999, we entered into a Plan and Agreement of Merger with Military
Resale Group, Inc. (hereinafter "MRG"). MRG, is a company that markets
products exclusively to the 15 billion US Dollar military resale market.
Through a series of planned acquisitions, we intend to cause a consolidation of
suppliers within the military resale market. The merger is dependent upon us
becoming listed on the NASD Bulletin Board which we have accomplished as of
January 10, 2001 and upon our ability to sell a minimum of 500,000 shares and
net minimum of $220,000 after expenses from the shares being offered herein to
fund the operation.
5
On October 4, 1999, our Board of Directors approved a 20 to 1 reverse stock
split of our issued and outstanding common stock.
On November 9, 1999, we resubmitted our application to NASDAQ to become a
publicly traded company. Our application was accepted on January 10, 2001 and
we are currently trading under the symbol BCTL.
The Company is offering for sale 3,000,000 common shares to the public at
$1.00 per share.
THE OFFERING
The following is a brief summary of this offering:
Common Stock Offered
For Sale Hereby Up to a maximum of 3,000,000 shares par value $.0001
Offering Price $1.00 per share offered to the public. The shares
Are being sold on a "best efforts" basis.
Terms of the Offering We are offering up to a total of 3,000,000 shares of
Common stock on a best efforts no minimum, 3,000,000
Shares maximum. The offering price is $1.00 per
Share. There is no minimum number of shares that we
Have to sell. There will be no escrow account. All
Money received from the offering will be immediately
Used by us and there will be no refund. The offering
Will be for a period of 90 days from the effective
Date and may be extended for an additional 90 days
if we so choose to do so.
Common Preferred
Stock Stock
Authorized and Outstanding ---------- ----------
Shares of Stock Authorized: 50,000,000 none
Outstanding:
Prior to Offering: 660,004 none
After Offering*: 3,710,004 none
* Assuming the maximum amount of the Offering has
been subscribed plus the 50,000 shares authorized
but not issued to date to Jerry Gruenbaum, Esq. For
prior legal services.
Plan of Distribution This is a direct participation and no minimum
offering, with no commitment by anyone to purchase
any shares. The shares will be offered and sold on
a "best efforts" basis, although we may retain the
services of one or more NASD registered broker-
dealers as selling agent(s) to effect offers and
sales on our behalf. The broker-dealers will
receive a commission on their sales. None have been
retained as of this date.
6
Use of Proceeds Assuming that the entire offering will be sold, then
Up to the first $50,000 that we raise will be used
to pay the expenses of the offering. The priority
for funds raised in excess of that amount will be
applied in the following order (i) fulfill commit-
ments; (ii) to augment working capital. See "Use of
Proceeds."
Over the Counter
Bulletin Board Symbol BCTL
The foregoing information is based on the number of shares of common stock
outstanding as of December 31, 2000. No option shares have been authorized,
issued or granted to date.
- --------------------------------------------------------------------------------
RISK FACTORS
- --------------------------------------------------------------------------------
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Risks and
uncertainties, in addition to those we describe below, that are not presently
known to us or that we currently believe are immaterial may also impair our
business operations. If any of the following risks occur, our business could be
harmed, the price of our common stock could decline and you may lose all or part
of your investment.
RISKS RELATED TO OUR BUSINESS
WE HAVE NO OPERATING HISTORY SO THAT THERE IS AN UNCERTAINTY OF PROFITABILITY.
We were incorporated on August 31, 1983. We have been inactive since
November 1984, when we ceased doing any business and we have not been operating
as a business ever since. During 1999, we entered into a Plan and Agreement of
Merger with MRG. The merger is dependent upon us becoming listed on the NASD
Bulletin Board which we have accomplished as of January 10, 2001 and our ability
to sell a minimum of 500,000 shares and net a minimum of $220,000 after expenses
from the sale of these shares so we will be able to fund their operation. We
have no operating history upon which an evaluation of our future success or
failure can be made. Such prospects must be considered in light of the
substantial risk, expenses and difficulties encountered by new development stage
company that has not yet commenced its business operations. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon:
- our ability to locate qualified sales personnel
- our ability to generate revenues
- our ability to reduce operating expenses.
7
In the next twelve months we anticipate an increase in capital of $3,000,000 as
a result of this offering. In addition, we currently intend to increase our
capital expenditures and operating expenses in order to expand our operations.
There can be no assurance that we will achieve or sustain profitability or
positive cash flow from our operations. Failure to generate positive cash flow
from our operations may cause us to go out of business.
WE EXPECT TO HAVE COMPETITION SOME OF WHICH MIGHT BE SUBSTANTIAL.
Many of our competitors and potential competitors in the military resale
market are substantially larger, have longer operating histories, and greater
name recognition than us. Such competitors may be able to undertake more
extensive marketing campaigns, adopt more aggressive pricing policies and devote
substantially more resources to developing services than us. There can be
no assurance that we will be able to compete successfully against current or
future competitors or that competitive pressures faced by us will not materially
adversely affect our business, operating results or financial condition.
Further, as a strategic response to changes in the competitive environment, we
may make certain pricing, service or marketing decisions or enter into
acquisitions or new ventures that could have a material adverse effect on our
business, operating results or financial condition.
WE HAVE EXTREMELY LIMITED CAPITAL, AND WE MAY BE UNABLE TO MEET OUR FUTURE
CAPITAL REQUIREMENTS.
As of December 31,2000, we had $1,500 in assets and $5,600 in liabilities.
We had no available cash as of December 31, 2000. If we are successful in our
planned fundraising efforts, we expect that such investment, cash on hand,
cash equivalents and commercial credit facilities will be sufficient to meet
our working capital and capital expenditure needs or the foreseeable future.
However, we may need to raise additional funds on an ongoing basis in the
future, and we cannot be certain that we would be able to obtain additional
financing on favorable terms, if at all. Further, if we issue additional equity
securities, stockholders may experience additional dilution, or the new equity
securities may have rights, preferences or privileges senior to those of
existing holders of common stock. If we cannot raise required funds on
acceptable terms, we may not be able to develop or enhance our products, take
advantage of future opportunities or respond to competitive pressures or
unanticipated requirements, which could harm our business, financial condition
and results of operations.
WE ARE DEPENDENT ON THIRD PARTIES.
Third party relationships are critical to our success. We currently rely on
outside sources for our consumer products sold to the military. There can be no
assurance that such third party arrangements will be available on terms
acceptable to us. If we are unable to maintain relationships with third parties
that provide our consumer products, we may be unable to market our services
effectively which will have a negative impact upon our profitability.
WE HAVE NOT PAID ANY DIVIDENDS AND IN THE FORESEEABLE FUTURE WE EXPECT THAT
THERE WILL BE A LACK OF DIVIDENDS.
To date, we have not paid any dividends. We are not currently restricted
from paying cash dividends. We presently plan to reinvest earnings in order to
finance the expansion and development of our business, and it is therefore
unlikely that any cash dividends will be declared in the foreseeable future.
8
PEOPLE WE DO BUSINESS WITH MAY NOT BE YEAR 2000 COMPLIANT.
We are year 2000 compliant. We do not know if people we will be doing
business with in the future are year 2000 compliant. If someone we do business
with is not year 2000 compliant, the services or products he furnishes to us
could be interrupted. If the services or products are interrupted, we may have
to suspend operations while he corrects his year 2000 compliance.
THERE IS NO MINIMUM NUMBER OF SHARES THAT MUST BE SOLD AND WE WILL NOT REFUND
ANY FUNDS TO YOU.
There is no minimum number of shares that must be sold in this offering,
even if we raise a nominal amount of money. Any money we receive will be
immediately appropriate by us. We may not raise enough money to start or
complete exploration. No money will be refunded to you under any circumstances.
YOU MAY BE INVESTING IN A COMPANY THAT DOES NOT HAVE ADEQUATE FUNDS TO CONDUCT
ITS OPERATIONS.
Because there is no minimum number of shares that must be sold and we will
not refund any funds to you, it is possible that we may not raise enough funds
to conduct our operations. If that happens, you will suffer a loss in the
amount of your investment.
WE HAVE BROAD DISCRETION AS TO THE USE OF PROCEEDS.
Our management shall have wide discretion as to the exact allocation,
priority and timing of the allocation of funds raised from this offering. The
allocation of the Proceeds of the offering may vary significantly depending upon
numerous factors, including the success that we have marketing our services.
Accordingly, we will have broad discretion with respect to the expenditure of
the net proceeds of this Offering.
RISKS RELATED TO THIS OFFERING
WE HAVE USED OUR OWN ATTORNEY TO DRAW ALL THE DOCUMENTS WITH RESPECT TO THIS
OFFERING AND NO SEPARATE INVESTORS' COUNSEL WAS RETAINED BY US.
We have not retained any independent professionals to review or comment on
this Offering or otherwise protect the interest of the investors hereunder.
Although we have retained our own counsel, neither such firm nor any other firm
has made, on behalf of the investors, any independent examination of any factual
matters represented by management herein, and purchasers of the shares should
not rely on the firm so retained with respect to any matters herein described.
THERE IS NO UNDERWRITER FOR THIS OFFERING AND WE ARE RELYING ON OUR OWN BEST
EFFORTS.
There is no underwriter for this Offering, therefore, you do not have the
benefit of an underwriter's due diligence efforts which would typically include
the underwriter to be involved in the preparation of disclosure and the pricing
of the common stock offered hereby among other matters. As we have never
engaged in the public sale of our common stock, we have no experience in the
underwriting of any such offering. Accordingly, there is no prior experience
from which you the investors may judge our ability to consummate this Offering.
In addition, the common stock is being offered on a "best efforts" basis.
Accordingly, there can be no assurances as to the number of shares that may be
sold or the amount of capital that may be raised pursuant to this offering.
9
WE CANNOT ASSURE YOU THAT THERE WILL BE A PUBLIC MARKET FOR OUR SECURITIES.
While our securities are traded publicly as of January 10, 2001 under the
symbol BCTL, there is no assurance a market will develop for the securities upon
completion of this offering. There is also no assurance as to the depth or
liquidity of any potential market or the prices at which holders may be able to
sell the securities. An investment in the Shares may be totally illiquid and
investors may not be able to liquidate their investment readily or at all when
they need or desire to sell.
THERE IS VOLATILITY IN THE SHARES OF LOW PRICED STOCKS AND IN THE STOCK MARKET.
If a public market develops for the Shares, many factors will influence the
market prices. The Shares will be subject to significant fluctuation in response
to variations in operating results, investor perceptions, supply and demand,
interest rates, general economic conditions and those specific to the industry,
developments with regard to our activities, future financial condition and
management.
THERE ARE RISKS RELATING TO LOW-PRICED STOCKS WHICH MAY AFFECT US.
If our securities were delisted and the trading price of our common stock
were to be around $1.00 per share which is below $5.00 per share on that date,
trading in such securities would also be subject to the requirements of certain
rules promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a penny stock
(generally, any non-NASDAQ equity security that has a market price of less than
$5.00 per share, subject to certain exceptions). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
institutions). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our securities, which could
severely limit the market price and liquidity of such securities and the
ability of purchasers in this offering to sell their securities in the
secondary market. Disclosure is also required to be made about commissions
payable to both the broker-dealer and the registered representative and
current quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
10
The foregoing penny stock restrictions will not apply to our securities if
such securities have certain price and buying information provided on a current
and continuing basis or meet certain minimum net tangible assets or average
revenue criteria. If we are successful in raising at least $4 million, now, or
at some time in the future, our securities would qualify for the exemptions from
the penny stock restrictions. Otherwise we will remain subject to Section
15(b)(6) of the Exchange Act governing these penny stock restrictions. If our
securities were subject to the existing rules on penny stocks, the market
liquidity for our securities could be adversely affected.
- --------------------------------------------------------------------------------
DETERMINATION OF OFFERING PRICE
- --------------------------------------------------------------------------------
- Estimates of our business potential;
- Our limited financial resources;
- The amount of equity desired to be retained by present stockholders;
- The amount of dilution to the public; and
- The general condition of the securities markets.
- --------------------------------------------------------------------------------
USE OF PROCEEDS
- --------------------------------------------------------------------------------
We are seeking a new investment through this offering to expand our current
operations immediately. Achievement of this primary plan is entirely dependent
upon our ability raise funds through this offering. We may not be able to raise
all or part of the funds we need to operate our business. If we are unable to
raise these funds, we will not be able to execute our primary plan as presently
contemplated by management. No money will be refunded to you under any
circumstances.
Our offering is being made on a best efforts - no minimum basis. The
maximum net proceeds from this offering may be as high as $3,000,000. If we are
unable to sell all of the shares offered, the net proceeds would be lower.
In the table on the following page, we have detailed the amount of capital
required for us to operate our business as currently planned. In addition, we
have outlined in order of priority, the manner in which we intend to use the
funds raised, assuming that we sell all of the shares offered. The net proceeds
we would receive from the sale of all of the 3,000,000 shares offered by this
prospectus are estimated to be approximately $3,000,000. The table also shows
how we will use the proceeds of the offering.
11
MAXIMUM AMOUNT
OF NET PROCEEDS
---------------
Company Proceeds from
the Offering $3,000,000
Less: Offering Expenses 50,000
---------------
Net Proceeds from
Offering $2,950,000
---------------
Use of Net Proceeds:
Marketing & Advertising $ 200,000
General working capital 2,750,000
---------------
Total Use of Net
Proceeds $2,950,000
===============
The offering price of the shares, which were used to solicit the funds
referred to above, has been arbitrarily determined by us.
The specific amounts to be allocated for these purposes will be in the
discretion of Management. We reserve the right to alter this stated use of
proceeds depending on business conditions, which are unforeseen at this time.
General Working Capital: We may use a portion of the proceeds allocated to
working and general corporate purposes to pay a portion of trade payables
incurred from time to time, if cash flow from operations is insufficient for
these purposes. We also expect to hire additional people to engage in general
and administrative activities.
Because we anticipate selling the shares through the efforts of our
officers and directors, the numbers above do not include any deductions for
selling commissions. If broker-dealers are used in the sale of the shares, up to
10% of any gross proceeds raised in this offering will probably be payable to
one or more NASD registered broker-dealers. In such event, net proceeds to us
will be decreased and the use of proceeds may be proportionately reallocated in
management's sole discretion. There are no current agreements, arrangements, or
other understandings in connection with any of the foregoing.
Until we reach the minimum offering, subscription funds will be held in an
interest- bearing escrow account. Once we reach the minimum offering, the funds
will be released from escrow and used as described above. To the extent the net
proceeds of the offering are not utilized immediately, we intend to invest them
in short-term certificates of deposit, interest bearing deposits, short-term
obligations of the United States of America or prime commercial paper.
- --------------------------------------------------------------------------------
CAPITALIZATION
- --------------------------------------------------------------------------------
The table on the following page represents the capitalization of the
Company as of December 31, 2000, on a historical basis and as adjusted to
reflect the effect to this offering.
This table should be read in conjunction with the section entitled,
Management's Discussion and Analysis of Financial Condition and Results of
Operations our Financial Statements and Notes; and other financial and operating
data included elsewhere in this prospectus.
12
12/31/00 As Adjusted After Offering*
Actual 25% 50% 75% 100%
-------- -------- ---------- ---------- ----------
Stockholder's Equity:
Common Stock, $.0001
par value Authorized
- - 50,000,000 Shares
660,004 issued and
outstanding $ 66
1,410,004 issued and
outstanding $ 141
2,160,004 issued and
outstanding $ 216
2,910,004 issued and
outstanding $ 291
3,660,004 issued and
outstanding $ 366
Additional Paid-in
Capital $ 49,627 $799,525 $1,549,477 $2,299,402 $3,049,327
Deficit accumulated
During the
Development stage $(53,793) $(53,793) $ (53,793) $ (53,793) $ (53,793)
-------- -------- ---------- ---------- -----------
TOTAL STOCKHOLDERS'
EQUITY (Deficit) $ (4,100) $745,873 $1,495,900 $2,245,900 $2,995,900
======== ======== ========== ========== ===========
* Does not take into consideration 50,000 shares authorized but not issued to
date to Jerry Gruenbaum, Esq. For prior legal services. See Section entitled
"Certain Transactions".
- --------------------------------------------------------------------------------
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
- --------------------------------------------------------------------------------
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as
a result of our arbitrary determination of the offering price of the shares
being offered. Dilution of the value of the shares you purchase is also a
result of the lower book value of the shares held by our existing stockholders.
As of December 31, 2000, the net tangible book value of our shares of
common stock was a deficit of $(4,100) or approximately $(0.01) per share based
upon 660,004 shares outstanding. These figures do not take into account the
50,000 share s authorized but not issued to date to Jerry Gruenbaum, Esq. for
prior legal services. See Section entitled "Certain Transactions".
Upon completion of this offering, in the event all of the shares are sold,
the net tangible book value of the 3,660,004 shares to be outstanding will be
$2,995,900, or approximately $0.82 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.83 per share
without any additional investment on their part. You will incur an immediate
dilution from $1.00 per share to $0.82 per share.
Upon completion of this offering, in the event 75% of the shares are sold,
the net tangible book value of the 2,910,004 shares to be outstanding will be
$2,245,900, or approximately $0.77 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.78 per share
without any additional investment on their part. You will incur an immediate
dilution from $1.00 per share to $0.77 per share.
13
Upon completion of this offering, in the event 50% of the shares are sold,
the net tangible book value of the 2,160,004 shares to be outstanding will be
$1,495,900, or approximately $0.69 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.70 per share
without any additional investment on their part. You will incur an immediate
dilution from $1.00 per share to $0.69 per share.
Upon completion of this offering, in the event 25% of the shares are sold,
the net tangible book value of the 1,410,004 shares to be outstanding will be
$745,873, or approximately $0.53 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.54 per share
without any additional investment on their part. You will incur an immediate
dilution from $1.00 per share to $0.53 per share.
After completion of this offering, if 3,000,000 shares are sold, you will
own approximately 81.97% of the total number of shares then outstanding shares
for which you will have made a cash investment of $3,000,000, or $1.00 per
share. Our existing stockholders will own approximately 18.03% of the total
number of shares then outstanding, for which they have made contributions of
cash and/or services and/or other assets, totaling $49,627, or approximately
$0.075 per share.
After completion of this offering, if 2,250,000 shares are sold, you will
own approximately 77.32% of the total number of shares then outstanding shares
for which you will have made a cash investment of $2,250,000, or $1.00 per
share. Our existing stockholders will own approximately 22.68% of the total
number of shares then outstanding, for which they have made contributions of
cash and/or services and/or other assets, totaling $49,627, or approximately
$0.075 per share.
After completion of this offering, if 1,500,000 shares are sold, you will
own approximately 69.44% of the total number of shares then outstanding shares
for which you will have made a cash investment of $1,500,000, or $1.00 per
share. Our existing stockholders will own approximately 30.56% of the total
number of shares then outstanding, for which they have made contributions of
cash and/or services and/or other assets, totaling $49,627, or approximately
$0.075 per share.
After completion of this offering, if 750,000 shares are sold, you will own
approximately 53.19% of the total number of shares then outstanding shares for
which you will have made a cash investment of $750,000, or $1.00 per share. Our
existing stockholders will own approximately 46.81% of the total number of
shares then outstanding, for which they have made contributions of cash and/or
services and/or other assets, totaling $49,627, or approximately $0.075 per
share.
The following table compares the differences of your investment in our
shares with the investment of our existing stockholders.
14
Existing Stockholders:
Price per share . . . . . . . . $ 0.075
Net tangible book value per share before offering . . . $ (0.01)
Net tangible book value per share after offering . . . $ 0.82
Increase to present stockholders in net tangible book
value per share after offering . . . . . . $ 0.83
Capital contributions . . . . . . . $ 49,627
Number of shares outstanding before the offering . . . 660.004
Number of shares after offering
held by existing stockholders . . . . . . 660.004
Percentage of ownership after offering. . . . . 18.03%
Purchasers of Shares in this Offering if all Shares are sold:
Price per share . . . . . . . . $ 1.00
Dilution per share . . . . . . . . $ 0.18
Capital contributions . . . . . . . $3,000,000
Number of shares after offering
held by public investors . . . . . . . 3,000,000
Percentage of ownership after offering. . . . . 81.97%
Purchasers of Shares in this Offering if 75% of Shares are sold:
Price per share . . . . . . . . $ 1.00
Dilution per share . . . . . . . . $ 0.23
Capital contributions . . . . . . . $2,250,000
Number of shares after offering
held by public investors . . . . . . . 2,250,000
Percentage of ownership after offering. . . . . 77.32%
Purchasers of Shares in this Offering if 50% of Shares are sold:
Price per share . . . . . . . . $ 1.00
Dilution per share . . . . . . . . $ 0.31
Capital contributions . . . . . . . $1,500,000
Number of shares after offering
held by public investors . . . . . . . 1,500,000
Percentage of ownership after offering. . . . . 69.44%
Purchasers of Shares in this Offering if 25% of Shares are sold:
Price per share . . . . . . . . $ 1.00
Dilution per share . . . . . . . . $ 0.47
Capital contributions . . . . . . . $ 750,000
Number of shares after offering
held by public investors . . . . . . . 750,000
Percentage of ownership after offering. . . . . 53.19%
We do not intend to pay any cash dividends with respect to our common
stock in the foreseeable future. We intend to retain any earnings for use in the
operation of our business. Our Board of Directors will determine dividend policy
in the future based upon, among other things, our results of operations,
financial condition, contractual restrictions and other factors deemed relevant
at the time. We intend to retain appropriate levels of our earnings, if any, to
support our business activities.
15
- --------------------------------------------------------------------------------
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
- --------------------------------------------------------------------------------
We are offering up to a total of 3,000,000 shares of common stock on a
best efforts, no minimum, 3,000,000 shares maximum. The offering price is $1.00
per share. There is no minimum number of shares that we have to sell. There
will be no escrow account. All money received from the offering will be
immediately used by us and there will be no refunds. The offering will be for a
period of 90 days from the effective date and may be extended for an additional
90 days if we so choose to do so.
There is no minimum number of shares that must be sold in this offering.
Any money we receive will be immediately appropriated by us for the uses set
forth in the Use of Proceeds section of this prospectus. No funds will be
placed in an escrow account during the offering period and no money will be
returned once the subscription has been accepted by us.
Only after our registration statement is declared effective by the SEC, we
intend to advertise, through tombstone, the internet, and hold investment
meetings in various states where the offering will be registered. We will also
distribute the prospectus to potential investors at the meetings and to our
friends and relatives who are interested in us and a possible investment in the
offering.
Offering Period and Expiration Date:
This offering will start on the date of this prospectus and continue for a
period of 90 days. We may extend the offering period for an additional 90 days,
or unless the offering is completed or otherwise terminated by us.
Procedures for Subscribing:
If you decide to subscribe for any shares in this offering, you must:
1. execute and deliver a subscription agreement
2. deliver a check or certified funds to us for acceptance or
rejection.
All checks for subscription must be made payable to "BACTROL TECHNOLOGIES, INC."
Right to Reject Subscriptions:
We have the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
- --------------------------------------------------------------------------------
BUSINESS
- --------------------------------------------------------------------------------
GENERAL
Our Company was incorporated on August 31, 1983, under the laws of the
State of New York, as Owl Capital Corp., for the purpose of owning, establishing
and managing financial consulting services. We became a public company on
December 2, 1983 when our Registration Statement under the Securities Act of
1933 was filed and became effective with the Securities and Exchange Commission.
On May 16, 1988 we changed our name to Bactrol Technologies, Inc. We amended
our Certificate of Incorporation to effect the change of name on the same date,
in anticipation of our acquisition of a private business operating under a
similar name. Subsequently that acquisition contract was rescinded and we
remained as a non-functioning, non-trading public shell corporation with no
assets.
16
We maintain our statutory registered agent's office is at the Law Office of
Paul Creditor, 747 Third Avenue, New York, New York 10617 and our business
office is located at 1109 North 21st Avenue, Suite 120, Hollywood, Florida
33020. Our telephone number is (954) 923-6002. Our offices are provided to us
Associates Investment Corporation, Inc. on a month to month basis and our
monthly rental is $-0-.
BACKGROUND
In 1989 we attempted to bring our Company's stock to the public market
and incurred printing and professional fees. The intent was to raise
additional capital for potential acquisitions. We have been inactive since
November 1984, when we ceased doing any business and we have not been operating
as a business ever since.
We have not filed our annual New York State tax returns since 1984 and had
as a result, our corporate status dissolved. During January 1999, our management
filed all of the delinquent tax returns and as a result we were reinstated.
During 1999, we entered into a Plan and Agreement of Merger with MRG. MRG
is a company that markets products exclusively to the 15 billion US Dollar
military resale market. Through a series of planned acquisitions, we intend to
cause a consolidation of suppliers within the military resale market. The merger
is dependent upon us becoming listed on the NASD Bulletin Board which we have
accomplished as of January 10, 2001 and upon our ability to sell a minimum of
sell a minimum of 500,000 shares and net minimum of $220,000 after expenses from
the shares being offered herein to fund the operation.
On October 4, 1999, our Board of Directors approved a 20 to 1 reverse stock
split of our issued and outstanding common stock.
OUR OBJECTIVE
Our objective is to consolidate the military resale market by
strategi-cally acquiring small to medium size brokers, distributors, dealers and
other supplying services to commissaries and exchanges located on military bases
initially in the United States and eventually throughout the world.
OUR PLANNED BUSINESS
Upon our merger with MRG, we plan to provide outstanding services to the 13
million patrons who are granted the privilege to shop at the military
instal-lations throughout the world. The patrons are primarily military
dependents and retired military personnel. While we provide products to
active military personnel, the bulk of our business is with the military
dependents and retirees.
17
OUR COMPETITION
The military resale market is fragmented. While there are several major
distributors and several large brokers who service the military and the
comer-cial accounts, no one entity controls the military resale market.
OUR STRATEGY
Our strategy is to provide the military resale market with the widest
variety of premier products cost effectively. To that end, we will:
1. introduce new products to the military resale market, and
2. acquires other companies serving the military resale market worldwide,
to expand revenue, to build shareholder equity, and market value through those
acquisitions. Management planned industry consolidation will allow economies of
scale through the implementation of efficient management systems and large scale
data processing. Truly making the whole more than the sum of its parts.
OUR MARKETING STRATEGY.
Our company plans to efficiently use its expertise in the management of
each of the entities it acquired in the military resale market to expand the
product line and services it provides to its patrons.
EMPLOYEES
At present, we have no employees. We presently do not have any pension,
health, annuity, insurance, stock option, profit sharing or similar benefit
plans; however, we may adopt such a plan in the future.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
This section of the prospectus includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You
should not place undue certainty on these forward-looking statements, which
apply only as of the date of this prospectus. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from historical results or our predictions.
We are a start-up company with no operations, and therefore have not yet
generated or realized any revenues from any business operations.
Our auditors have issued a going concern opinion. This means that our
auditors believe there is doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we merge with Military Resale Group, Inc. in accordance with
the Plan and Agreement of Merger entered in 1999. Accordingly, we must raise
cash from sources other than from the revenues from Military Resale Group, Inc.
That cash must be raised from other sources. Our only other source for cash at
this time is investments by others in our company. We must raise cash to
implement our acquisition and stay in business.
18
To meet our need for cash we are attempting to raise money from this
offering. There is no assurance that we will be able to raise enough money
through this offering to stay in business. If we do not raise all of the money
we need from this offering, we will have to find alternative sources, like a
second public offering, a private placement of securities, or loan from our
officers or others. We have discussed this matter with our officers, however,
our officers are unwilling to make any commitment to loan us any money at this
time. At the present time, we have not made any arrangements to raise
additional cash, other than through this offering. If we need additional cash
and can't raise it we will either have to suspend operations until we do raise
the cash, or cease operations entirely.
There is no historical financial information about our company upon which
to base an evaluation of our performance. We are a development stage company
and have not generated any revenues from operations. We cannot guarantee we
will be successful in our business operations. Our business is subject to risks
inherent in the establishment of a new business enterprise.
- --------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------------------------
The table on the following page sets forth certain information regarding
beneficial ownership of our common stock as of December 31, 2000, by (i) each
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Act of 1934 (the "Exchange Act") who is known by us to own
Beneficially 5% or more of the common stock, (ii) each director of the
Company, and (iii) all directors and executive officers as a group.
Unless otherwise indicated, all persons listed below have sole voting power
and investment power with respect to such shares. The total number of shares
authorized is 50,000,000 shares, each of which is $.0001 per share par value.
593,500 shares have been issued and are outstanding as follows:
Name and Address Number of Number Percentage
Beneficial Shares Before of Shares of Ownership
Owner [1] Offering After Offering After Offering
- ---------------- ------------- -------------- --------------
Guy Galluccio [2] 45,900 45,900 1.13%
1109 N 21st Avenue #120
Hollywood, FL 33020
Alan Finfer [2] 20,000 20,000 0.55%
1745 NW 73rd Avenue
Plantation, FL 33313
Michael Dermer 45,900 45,900 1.13%
19620 NE 19th Place
Miami, FL 33179
19
Irwin Stack 45,900 45,900 1.13%
P.O. Box 4851
Hialeah, FL 33014
Francine Panich 45,900 45,900 1.13%
16503 NE 26th Avenue
N. Miami Beach, FL 33160
Edward Meyer 46,513 46,513 1.27%
32 Daniel Street
Hazlet, NJ 07730
Richard Tannenbaum 50,000 50,000 1.37%
7315 Wisconsin Avenue
# 775 North
Bethesda, MD 20814
CEDA 150,562 150,562 4.11%
P.O. Box 20
Bowling Green Station
New York, NY 10004
- ------------------------
[2] All Officers and
Directors as a
Group (2 persons) 65,900 65,900 1.80%
[1] The persons named above may be deemed to be a parent and promoter of our
company by virtue of his/its direct and indirect stock holdings.
Future Sales by Existing Stockholders:
A total of 593,500 shares of common stock were issued to the existing
stockholders, all of which are restricted securities, as defined in Rule 144
of the Rules and Regulations of the SEC promulgated under the Securities Act.
Under Rule 144, the shares can be publicly sold, subject to volume restrictions
and restrictions on the manner of sale, commencing one year after their
acquisition.
Shares purchased in this offering, which will be immediately resalable, and
sales of all of our other shares after applicable restrictions expire, could
have a depressive effect on the market price, if any, of our common stock and
the shares we are offering.
- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------
Each of our directors is elected by the stockholders to a term of one year
and serves until his or her successor is elected and qualified. Each of our
officers is elected by the board of directors to a term of one year and serves
until his or her successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating, auditing or
compensation committees.
20
There are currently two (2) occupied seats on the Board of Directors. The
following table sets forth information with respect to the directors and
executive officers.
DATE SERVICE
NAME AND ADDRESS AGE OFFICE COMMENCED
- ------------------------- --- ---------------------------- ------------
Guy A. Galluccio, Sr. 63 Chairman, President 1998
1109 N 21st Avenue #120 & Chief Executive Officer
Hollywood, FL 33020
Alan Finfer 64 Director, Secretary 1998
1745 NW 73rd Avenue & Treasurer
Plantation, FL 33313
All directors will hold office until the next annual stockholder's meeting
and until their successors have been elected or qualified or until their death,
resignation, retirement, removal, or disqualification. Vacancies on the board
will be filled by a majority vote of the remaining directors. Officers of the
Company serve at the discretion of the Board of Directors. We intend to increase
the Board of Directors from its present three members to a minimum of six
members by adding outside directors at our next shareholders meeting.
The Officers and Directors of the Company are set forth below.
GUY A. GALLUCCIO, SR. -- President and Director In 1998, Mr. Galluccio became
the President and a member of the Board of Directors of the company. His duties
are the general administration of the company and carrying out the policies
established by the Board of Directors. In addition since 1996 he has worked as
President and a Director of Associates Investment Corporation and has conducted
ALAN FINFER -- Vice President and Director Mr. Finfer was elected Vice-President
Secretary, Treasurer and Director on May 15, 1998. He assists Mr. Galluccio in
the administration of the company. From 1997 to the present, Mr. Finfer has been
employed by Lois Inc. (Law Office Information Systems), which is located in Van
Buren, Arkansas, as a Sales Representative in Florida for this legal publisher.
Prior to that time, Mr. Finfar was a sales representative for Lawyers Coop
Publishing Company. During his thirteen years in their employment Mr. Finfer was
awarded the Presidents Club Award for reaching the highest interest over quota
in his Region. Education: Mr. Finfer obtained his degree specializing in
dentistry from New York City Community College in 1955.
Mr. Finfer is a director of Sun Reporter, Inc. now called Photon Pharm,
Inc. However, Sun Reporter is not engaged in any business at the present time
and there is no conflict between Mr. Finfer's duties with Bactrol and his duties
with Photon Pharm, Inc.
21
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
None of the officers or directors have received any compensation for their
services with the company to date nor will they receive any remuneration from
the company for serving in these positions other than reimbursement for out-of-
pocket expenses incurred on behalf of the company during the year ending
December 31, 1999. Out of pocket expenses is defined as the moneys expended on
behalf of the company while engaged in the company's business such as travel
expenses and items purchased for the company, etc. After that time, future
salaries of the officers and directors will be set by the Board of Directors
depending on the financial condition of the company. There are no arrangements
or understandings pursuant to which any persons were or are to be selected as an
officer or director of the company nor do any of the officers or directors serve
as a nominee for another person.
STOCK OPTIONS
We have not adopted any formal stock options plans to reward and provide
incentives to its officers, directors, employees, consultants and other eligible
participants, but is anticipated to do so in the future. Awards under any plan
may be in the form of incentive stock options or non-qualified stock options. We
will not grant non-qualified stock options with an exercise price of less than
85% of the fair market value of our common stock on the date of the grant of the
relevant option. The plans will be administered by our Board of Directors, which
is authorized to select the plan recipients, the time or times at which awards
may be granted and the number of shares to be subject to each option awarded.
DIRECTORS' COMPENSATION
Our directors receive no compensation for their services as directors.
INDEMNIFICATION
Under our Article of Incorporation and Bylaws of the Corporation, we may
indemnify an office r or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a matter he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made
only for expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of New York.
Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under New York law, we
are informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
22
- --------------------------------------------------------------------------------
DESCRIPTION OF SECURITIES
- --------------------------------------------------------------------------------
All material provisions of our capital stock are summarized in this
prospectus. However the following description is not complete and is subject to
applicable New York law and to the provisions of our articles of incorporation.
We have filed copies of these documents as exhibits to the registration
statement related to this prospectus.
COMMON STOCK
We are authorized to issue 50,000,000 shares, at a par value $.0001 per
share. As of the date of this Prospectus, there are 660,004 shares outstanding.
After giving effect to the Offering, the issued and outstanding capital stock of
the Company will consist of 3,660,004 shares.
YOU HAVE THE VOTING RIGHTS FOR YOUR SHARES. You and all other holders of
common stock are entitled to one vote for each share held of record on all
matters to be voted on by stock- holders. You have no cumulative voting rights
with respect to the election of directors, with the result that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors then up for election.
YOU HAVE DIVIDEND RIGHTS FOR YOUR SHARES. You and all other holders of
common stock are entitled to receive dividends and other distributions when, as
and if declared by the Board of Directors out of funds legally available, based
upon the percentage of our common stock you own. We will not pay dividends. You
should not expect to receive any dividends on shares in the near future. This
investment may be inappropriate for you if you need dividend income from an
investment in shares.
YOU HAVE RIGHTS IF WE ARE LIQUIDATED. Upon our liquidation, dissolution
or winding up of affairs, you and all other holders of our common stock will be
entitled to share in the distribution of all assets remaining after payment of
all debts, liabilities and expenses, and after provision has been made for each
class of stock, if any, having preference over our common stock. Holders of
common stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the common stock.
All of the outstanding common stock are, and the common stock offered hereby,
when issued in exchange for the consideration paid as set forth in this
Prospectus, will be, fully paid and nonassessable. Our directors, at their
discretion, may borrow funds without your prior approval, which potentially
further reduces the liquidation value of your shares.
YOU HAVE NO RIGHT TO ACQUIRE SHARES OF STOCK BASED UPON THE PERCENTAGE OF
OUR COMMON STOCK YOU OWN WHEN WE SELL MORE SHARES OF OUR STOCK TO OTHER PEOPLE.
This is because we do not provide our stockholders with preemptive rights to
subscribe for or to purchase any additional shares offered by us in the future.
The absence of these rights could, upon our sale of additional shares, result in
a dilution of our percentage ownership that you hold.
23
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 3,660,004 shares issued and
outstanding assuming all the shares offered herein are sold. The common stock
sold in this offering will be freely transferable without restrictions or
further registration under the Securities Act, except for any of our shares
purchased by an "affiliate" (as that term is defined under the Act) who will be
subject to the resale limitations of Rule 144 promulgated under the Act.
There will be approximately 660,004 shares outstanding that are "restricted
securities" as that term is defined in Rule 144 promulgated under the Securities
Act.
The common stock owned by insiders, officers and directors are deemed
"restricted securities" as that term is defined under the Securities Act and in
the future may be sold under Rule 144, which provides, in essence, that a person
holding restricted securities for a period of one (1) year may sell every three
(3) months, in brokerage transactions and/or market maker transactions, an
amount equal to the greater of (a) one percent (1%) of our issued and
outstanding common stock or (b) the average weekly trading volume of the common
stock during the four (4) calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of common stock without any
quantity limitation by a person who is not an affiliate of the Company and who
has satisfied a two (2) year holding period. Additionally, common stock
underlying employee stock options granted, to the extent vested and exercised,
may be resold beginning on the ninety-first day after the Effective Date of a
Prospectus, or Offering Memorandum pursuant to Rule 701 promulgated under the
Securities Act.
As of the date hereof and upon completion of the offering, none of our
common stock (other than those which are qualified by the SEC in connection with
this offering) are available for sale under Rule 144. Future sales under Rule
144 may have an adverse effect on the market price of the Common stock. Our
officers, directors and certain of our security holders have agreed not to sell,
transfer or otherwise dispose of their common stock or any securities
convertible into common stock for a period of 12 months from the date hereof.
Under Rule 701 of the Securities Act, persons who purchase shares upon
exercise of options granted prior to the date of this Prospectus are entitled to
sell such common stock after the 90th day following the date of this Prospectus
in reliance on Rule 144, without having to comply with the holding period
requirements of Rule 144 and, in the case of non-affiliates, without having to
comply with the public information, volume limitation or notice provisions of
Rule 144. Affiliates are subject to all Rule 144 restrictions after this 90-day
period, but without a holding period.
There has been no public market for our common stock. With a relatively
minimal public float and without a professional underwriter, there is little or
no likelihood that an active and liquid public trading market, as that term is
commonly understood, will develop, or if developed that it will be sustained,
and accordingly, an investment in our common stock should be considered highly
illiquid. Although we believe a public market will be established in the future,
there can be no assurance that a public market for the common stock will
develop. If a public market for the common stock does develop at a future time,
sales by shareholders of substantial amounts of our common stock in the public
market could adversely affect the prevailing market price and could impair our
future ability to raise capital through the sale of our equity securities.
24
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 relating to the common stock
offered hereby. This Prospectus, which is part of the Registration Statement,
does not contain all of the information included in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
us, the common stock offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto. Statements contained in
this Prospectus concerning the provisions or contents of any contract, agreement
or any other document referred to herein are not necessarily complete. With
respect to each such contract, agreement or document filed as an exhibit to the
Registration Statement, reference is made to such exhibit for a more complete
description of the matters involved.
The Registration Statement, including the exhibits and schedules thereto,
may be inspected and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
DC 20549 and at the Commission's regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company.
We intend to furnish to our shareowners annual reports containing audited
consolidated financial statements certified by independent public accountants
for each fiscal year and quarterly reports containing unaudited consolidated
financial statements for the first three quarters of each fiscal year.
We will provide without charge to each person who receives a Prospectus,
upon written or oral request of such person, a copy of any of the information
that was incorporated by reference in the Prospectus (not including Exhibits to
the information that is incorporated by reference unless the Exhibits are
themselves specifically incorporated by reference). Any such request shall be
directed to Guy Galluccio, Jr., President and Chairman of the Board of Directors
of Bactrol Technologies, Inc., 1109 North 21st Ave., Suite 120, Hollywood,
Florida 33020, Tel.# (954) 923-6002.
Within five days of our receipt of a subscription agreement accompanied by
a check for the purchase price, we will send by first class mail a written
confirmation to notify the subscriber of the extent, if any, to which such
subscription has been accepted. We reserve the right to reject orders for the
purchase of shares in whole or in part. Upon acceptance of each subscriber, we
will promptly provide our stock transfer agent the information to issue shares.
You can also call or write us at any time with any questions you may have.
We would be pleased to speak with you about any aspect of this offering.
25
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that reflect our views
about future events and financial performance. Our actual results, performance
or achievements could differ materially from those expressed or implied in these
forward-looking statements for various reasons, including those in the "risk
factors" section beginning on page 7. Therefore, you should not place undue
reliance upon these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements.
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock and
anticipate that all future earnings will be retained for development of our
business. The payment of any future dividends will be at the discretion of our
Board of Directors and will depend upon, among other things, future earnings,
capital requirements, the financial condition of the Company and general
business conditions.
REPORTS
After we complete this offering, we will not be required to furnish you
with an annual report. Further, we will not voluntarily send you an annual
report. We will be required to find reports with the Securities and Exchange
Commission (hereinafter "SEC") under section 15(d) of the Securities Act. The
reports will be filed electronically. The reports we will be required to file
are Form 10-KSB, 10-QSB, and 8-K. You will read copies of any materials we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that will contain copies of the reports we file
electronically. The address for the Internet site is www.sec.gov.
- --------------------------------------------------------------------------------
STOCK TRANSFER AGENT
- --------------------------------------------------------------------------------
Our transfer agent and registrar of the common stock is Continental Stock
Transfer, 2 Broadway, 14th Floor, New York, New York 10004.
- --------------------------------------------------------------------------------
CERTAIN TRANSACTIONS
- --------------------------------------------------------------------------------
On October 27, 2000, we authorized to issue to Jerry Gruenbaum, Esq.,
corporate attorney, 50,000 shares of our company's authorized but unissued stock
as his compensation for continuing to serve our Company. Said shares have not
been issued to date.
26
- --------------------------------------------------------------------------------
LITIGATION
- --------------------------------------------------------------------------------
There is no past, pending or, to our knowledge, threatened litigation or
administrative action which has or is expected by our management to have a
material effect upon our business, financial condition or operations, including
any litigation or action involving our officers, directors, or other key
personnel.
- --------------------------------------------------------------------------------
EXPERTS
- --------------------------------------------------------------------------------
Our audited financial statement as of and for the year ending December 31,
2000 have been completed by Puritz & Weintraub, LLP, Certified Public
Accountants, 2327 North Commerce Parkway, Weston, Florida 33326, (954) 370-2727,
as set forth in their report included herein and incorporated herein by
reference. Such financial statements have been included in reliance upon such
report given upon their authority as experts in accounting and auditing.
- --------------------------------------------------------------------------------
LEGAL MATTERS
- --------------------------------------------------------------------------------
Jerry Gruenbaum, Attorney at Law, 152 North Road, East Windsor,
Connecticut 06088, telephone (860) 627-6350 has acted as legal counsel for our
company relating to the Offering.
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Our fiscal year end is December 31. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by an independent Certified Public Accountant.
Our audited financial statements for December 31, 2000 and December 31, 1999
immediately follows:
INDEPENDENT AUDITORS REPORT . . . . . . . . F-1
FINANCIAL STEMENTS
Balance Sheet . . . . . . . . . F-2
Statement of Operations . . . . . . . F-3
Statement of Stockholders' Equity . . . . . . F-4
Statement of Cash Flow . . . . . . . . F-5
NOTES TO THE FINANCIAL STATEMENTS . . . . . . . F-6
27
INDEPENDENT AUDITOR'S REPORT
To the Directors of
Bactrol Technologies, Inc.
We have audited the accompanying balance sheets of Bactrol Technologies, Inc.
(A Development Stage Company) as of December 31, 2000 and 1999 and the related
statements of operations, stockholders' deficit and cash flows from August 31,
1983 (Inception) to December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bactrol Technologies, Inc. (A
Development Stage Company) as of December 31, 2000 and 1999 and the results of
its operations and cash flows from August 31, 1983 (Inception) to December 31,
2000, in conformity with generally accepted accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is in the development stage and has suffered
recurring losses from operations. As reflected in the accompanying financial
statements, the Company has incurred accumulated losses since inception of
$53,793. As such, there is no assurance that the Company will be successful in
its efforts to raise the necessary capital to commence its planned principal
operations. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to this matter are
also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/S/ Puritz & Weintraub, LLP
- ----------------------------
Puritz & Weintraub, LLP
Weston, Florida
January 25, 2001
-F1-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
December 31 December 31
2000 1999
------------- -------------
ASSETS
Note Receivable - related party $ 1,500 $ 1,500
------------- -------------
TOTAL ASSETS 1,500 1,500
------------- -------------
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITY
Accounts payables and other 5,600 3,680
Loan payable - related party - 27,511
------------- -------------
Total liabilities 5,600 31,191
------------- -------------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value,
50,000,000 shares authorized,
660,004 shares issued
and outstanding 66 66
Additional paid-in capital 49,627 16,186
Deficit accumulated
during the development stage (53,793) (45,943)
------------- -------------
Total stockholders' deficit (4,100) (29,691)
------------- -------------
Total liabilities and
stockholder's deficit $ 1,500 $ 1,500
============= =============
See notes to Financial Statements
-F2-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
From
August 31, 1983
Year ended (Inception)
December 31, Through
2000 1999 December 31, 2000
------------------ ------------------ -------------------
Revenues $ - $ - $ 12,353
------------------ ------------------ -------------------
Expense
Professional fees 7,850 18,400 50,888
State taxes - 51 10,684
Other - 1,000 4,574
------------------ ------------------ -------------------
Total expenses 7,850 19,451 66,146
------------------ ------------------ -------------------
Net (Loss) (7,850) (19,451) (53,793)
================== ================== ===================
Net (Loss)
Per common share
(basic and diluted) (0.01) (0.03) (0.10)
================== ================== ===================
Average share
Outstanding 660,004 595,837 514,423
================== ================== ===================
See notes to Financial Statements
-F3-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
FROM AUGUST 31, 1983 (INCEPTION) TO DECEMBER 31, 2000
Common Stock Additional Total
---------------------- Paid-in Stockholders'
Shares Amount Capital Deficit Deficit
------------ -------- -------- --------- ---------
Issuance of common stock
on August 31, 1983
($0.0001 per share) 10,000,000 $ 1,000 $ - $ - $ 1,000
Contributed Capital - - 4,072 - 4,072
Issuance of common stock
on May 16, 1988
($0.0001 per share) 1,800,000 180 - - 180
------------ -------- -------- --------- ---------
Balance at
December 31, 1998 11,800,000 1,180 4,072 (26,492) (21,240)
Reverse stock
split 20-1
October 4, 1999 (11,210,000) (1,121) 1,121 - -
Fractional shares 4 - - - -
Issuance of common
stock for services
($0.20 per share) 50,000 5 9,995 - 10,000
Issuance of common
stock for services
($0.05 per share) 20,000 2 998 - 1,000
1999 net loss - - - (19,451) (19,451)
------------ -------- -------- --------- ---------
Balance at
December 31, 1999 660,004 66 16,186 (45,943) (29,691)
Contributed Capital - - 33,441 - 33,441
2000 net loss - - - (7,850) (7,850)
------------ -------- -------- --------- ---------
Balance at
December 31, 2000 660,004 66 49,627 (53,793) (4,100)
============ ======== ======== ========= =========
See notes to Financial Statements
-F4-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From
August 31, 1983
Year Ended (Inception)
December 31, Through
2000 1999 December 31, 2000
------------------- ------------------- --------------------
OPERATING ACTIVITIES:
Net (loss) $ (7,850) $ (19,451) $ (53,793)
Adjustments to reconcile
net (loss) to cash (used in)
Operating activities:
Issuance of common stock for services - 11,000 11,000
(Decrease) in corporate taxes payable - (11,310) -
Increase (decrease) in accounts
payable and other liabilities 1,920 (7,750) 5,600
------------------- ------------------- --------------------
Cash (used in) operating activities (5,930) (27,511) (37,193)
------------------- ------------------- --------------------
INVESTMENT ACTIVITIES:
(Increase) in note
receivable - related party - - (1,500)
------------------- ------------------- --------------------
Cash (used in) investing activities - - (1,500)
------------------- ------------------- --------------------
FINANCING ACTIVITIES:
Sale of common stock - - 1,180
Increase (decrease) in
Related party loans (27,511) 27,511 -
Contributed capital 33,441 - 37,513
------------------- ------------------- --------------------
Cash provided by
Financing activities 5,930 27,511 38,693
------------------- ------------------- --------------------
Cash, Beginning Of The Year - - -
------------------- ------------------- --------------------
Cash, end of year $ - $ - $ -
=================== =================== ====================
SUPPLEMENTAL DISCLOSURE OF CASH:
FLOW INFORMATION:
During the year ended December 31, 2000, a related party
Contributed their loan to capital.
During the year ended December 31, 1999, the Company issued
70,000 shares of common stock for services rendered.
See notes to Financial Statements
-F5-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Business Activities
- --------------------
The Company was incorporated August 31, 1983, under the laws of the State of New
York, as Owl Capital Corp., for the purpose of providing financial consulting
services. On May 16, 1988 the Company changed its name to Bactrol Technologies,
Inc.
The Company has been inactive since November 1984.
As of December 31, 2000, the Company is in the development stage and has no
operations; accordingly these financial statements are prepared in accordance
with SFAS 7, "Accounting and Reporting by Development Stage Enterprises" as
issued by the Financial Accounting Standards Board.
Loss per share
- ---------------
Basic and diluted loss per share is based upon the weighted average number of
shares outstanding during each year.
Use of estimates
- ------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Fair value of financial instruments
- ---------------------------------------
The carrying amounts of note receivable, accounts payable and other, approximate
fair value due to the short-term maturities of these assets and liabilities.
Reclassification
- ----------------
Certain amounts in the prior period have been reclassified to conform to the
2000 presentations.
-F6-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 2 - Income Taxes
The Company account for Income taxes in accordance with SFS No. 109,
"Accounting for Income Taxes." Accordingly, deferred income would be provided
to show the effect of temporary differences between the recognition of revenue
and expenses for financial and income tax reporting purposes and between the tax
basis of assets and liabilities and their reported amounts in the financial
statements.
At December 31, 2000, the Company has available approximately $50,000 of net
operating losses which begin to expire as follows:
Year Amount Year Amount
2000 $ 707 2008 $ 536
2001 682 2009 511
2002 657 2010 489
2003 632 2011 447
2004 5,087 2012 6,385
2005 611 2013 4,849
2006 586 2014 19,451
2007 561 2015 7,850
The Company has provided a valuation allowance to fully offset those tax
benefits that might be recognized in the future, due to the uncertainty of their
utilization.
Note 3 - Note Receivable - Related Party
The Company has a non-interest bearing demand note receivable from a related
party at December 30, 2000 and 1999.
Note 4 - Stockholders' Deficit
During the year ended December 31, 2000, a stockholder paid various expenses on
behalf of the Company and also forgave a loan of $27,511. These amounts are
reflected as contributed capital in the statement of stockholders' deficit.
During 1999, the Company issued 50,000 shares for professional services valued
at $10,000 ($0.20 per share) and also 20,000 shares at $1,000 ($0.05 per share)
On October 4, 1999, the Board of Directors approved a 20 - 1 reverse stock
split.
-F7-
BACTROL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 5 - Other Matters
During 1999, the Company entered into a merger agreement with Military Resale
Group, Inc. The Merger is dependent upon Bactrol Technologies, Inc. becoming
relisted on the NASD Bulletin Board and completing an SB-2 registration with a
minimum of 500,000 shares of stock sold and at least $220,000 in escrow after
offering expenses.
The Company is a reporting company with the Securities and Exchange Commission
and has maintained the updating of all required SEC filings so that it can have
it's securities traded. Effective January 10, 2001, the NASD approved the
Company's request for trading.
Note 6 - Going Concern
The accompanying financial statements have been prepare d assuming that the
Company will continue as a going concern. The Company is in the development
stage and has suffered recurring losses from operations. As reflected in the
accompanying financial statements, the Company has incurred accumulated losses
since inception of $53,793. As such, there is no assurance that the Company
will be successful in its efforts to raise the necessary capital to commence its
planned principal operations. These conditions raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management's plans include the sale of equity through an SB-2 registration and
the merger with Military Resale Group, Inc.
Note 7 - Subsequent Events
Included in accounts payable and other at December 31, 2000, is $4,000 for
professional fees. The Company has authorized the issuance of 50,000 shares of
common stock to satisfy this debt. These shares will be issued in 2001.
-F8-
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officer of the Registrant is
insured indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:
1. Article 6 of the Certificate of Incorporation, filed as Exhibit 3.1 to the
Registration Statement.
2. New York Business Corporation Law.
The general effect of the foregoing is to indemnify a control person,
officer or director from liability, thereby making the company responsible for
any expenses or damages incurred by such control person, officer or director in
any action brought against them based on their conduct in such capacity,
provided they did not engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are sold), all
of which are to be paid by the registrant are as follows:
SEC Registration Fee . . . . . . . . . . . $ 750.00
Printing Expenses . . . . . . . . . . . . 6,500.00
Accounting Fees and Expenses . . . . . . . . . 10,000.00
Legal Fees and Expenses. . . . . . . . . . . 20,000.00
Blue Sky Fees/Expenses . . . . . . . . . . . 5,000.00
Transfer Agent Fees. . . . . . . . . . . . 3,000.00
Miscellaneous Expenses . . . . . . . . . . . 4,750.00
-------------
TOTAL $ 50,000.00
=============
ITEM 26. EXHIBITS
The following Exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation K.
Exhibit No. Document Description
- ----------- ---------------------
3.1(I) Articles of Incorporation.
3.1(II) Amendment to Articles of Incorporation
3.1(III) Amendment to Articles of Incorporation
3.2 Bylaws.
4.1 Specimen Stock Certificate.
5.1 Opinion of Jerry Gruenbaum, Esq. Regarding the legality of the
Securities being registered.
10.1 Plan and Agreement of Merger
23.1 Consent of Puritz & Weintraub LLP Certified Public Accountants.
EXHIBITS (Continued)
23.2 Consent of Jerry Gruenbaum, Esq.
27.1 Financial Data Schedule.
99.1 Subscription Agreement.
ITEM 27. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the
Section Act of 1933;
b. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
change to such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of this Form SB-2 Registration Statement and has duly
caused this Form SB-2 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hollywood, Florida, on this 26th
day of January 2000.
BACTROL TECHNOLOGIES, INC.
(Registrant)
By: /s/ Guy Galluccio, Jr.
---------------------------
Guy Galluccio, Jr., President
And Chairman of the Board
By: /s/ Alan Finfer
---------------------------
Alan Finfer, Secretary,
Treasurer and Chief Financial
Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Guy Galluccio, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his and in his
name, place and stead, in any and all capacities, to sign any and all amendment
(including post-effective amendments) to this registration statement, and to
file the same, therewith, with the Securities and Exchange Commission, and to
make any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying the confirming all the said attorney-in-fact and agent, or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Guy Galluccio, Jr. President and Chairman of the Board 01/26/01
- ----------------------
Guy Galluccio, Jr.
/s/ Alan Finfer Secretary, Treasurer and 01/26/01
- ---------------------- Chief Financial Officer
Alan Finfer