SB-2: Optional form for registration of securities to be sold to the public by small business issuers
Published on April 29, 2003
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2003
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORPORATE ROAD SHOW.COM INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEW YORK 7812 11-3516358
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(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
INCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
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(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
80 ORVILLE DRIVE
SUITE 100
BOHEMIA, NEW YORK
NEW YORK 11716
TEL: (631) 244-1555
FAX: (631) 244-1554
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR
INTENDED PRINCIPAL PLACE OF BUSINESS)
80 ORVILLE DRIVE
SUITE 100
BOHEMIA, NEW YORK
NEW YORK 11716
TEL: (631) 244-1555
FAX: (631) 244-1554
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COPIES TO:
WILLIAM S. ROSENSTADT, ESQ.
SPITZER & FELDMAN P.C.
405 PARK AVENUE,
NEW YORK, NEW YORK 10022-4405
TEL: (212) 888 6680
FAX: (212) 838 7472
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, 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. [ ]
WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE HAVE FILED 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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
This prospectus relates to 2,500,000 shares of our common stock, of which
500,000 shares are owned, as of April 14, 2003, by the security holder named in
this prospectus under the caption "Selling Shareholder". The 2,000,000 shares of
common stock being offered by us may be offered or sold directly by ourselves or
we may use the services of participating broker-dealers licensed by the National
Association of Securities Dealers, Inc., each of which will receive a commission
from the shares offered and sold by such participating broker-dealers and
accepted by us. Subject to the restrictions found in the "Selling Shareholder"
section of this Prospectus, 500,000 shares may be offered from time to time by
the selling shareholder through ordinary brokerage transactions on the
OTC-Bulletin Board or on any securities exchange on which our common stock is or
becomes listed or traded, in negotiated transactions or otherwise, at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated private transactions, or in a combination of these methods. The
shares of our common stock are being sold by us, on a self-underwritten basis,
with no minimum. Our offering will commence on the date of this prospectus and
will continue until the earlier of _______________ [18months after
effectiveness], all of the shares offered are sold, or we otherwise terminate
the offering.
We will bear all the costs and expenses associated with the preparation
and filing of this registration statement.
The information in this Prospectus is not complete and is subject to change.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities in any state where the offer of sale is not prohibited.
SUBJECT TO COMPLETION, DATED APRIL 29, 2003
PRELIMINARY PROSPECTUS
2,500,000 Shares
CORPORATE ROAD SHOW.COM INC.
Common Stock
Corporate Road Show.com Inc. is offering 2,500,000 shares of common
stock, $.0001 par value. We are offering to sell 2,000,000 shares of our common
stock, which as of this date have not been issued. Subject to certain
restrictions one of our shareholders, the selling shareholder, is offering to
sell 500,000 shares of our common stock held by him. We will not receive any
proceeds from the sale of the shares of common stock being offered by the
selling shareholder
The shares of our common stock which will be offered and sold by us
on a self-underwritten basis will be sold by using our officers, directors, or,
at our discretion, by participating broker-dealers licensed by the National
Association of Securities Dealers, Inc. at a price per share of $1. At this time
we have not identified any one entity to purchase our shares of common stock.
There is no minimum investment requirement and funds received by us from this
offering will not be placed into an escrow account. Although the selling
shareholder paid $1.00 per share, it should be noted that there is no
restriction requiring him to sell his shares at a price above $1.00 per share.
Therefore, the risk exists that shares offered by such individual may be sold to
the public at prices below our offering price.
Prior to this offering, there has been no public market for the
common stock. The price of the common stock has been arbitrarily determined by
us. Prior to this prospectus' effectiveness, we intend to register the shares of
common stock in both New York and New Jersey. Brokers or dealers effecting
transactions in the shares of our common stock should confirm the registration
thereof under the securities laws of the states in which transactions occur or
the existence of any exemption from registration. Although we are not currently
quoted or listed on any market, we anticipate a listing on the OTC Bulletin
Board concurrent with the effectiveness of this prospectus.
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Our principal executive offices are located at 80 Orville Drive -
Suite 100, Bohemia, New York 11716. Our telephone number is (631) 244-1555.
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The shares of common stock being offered by this prospectus involves
a high degree of risk. You should read the "Risk Factors" section beginning on
Page 5 before you decide to purchase any of the common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. NOR HAVE THEY MADE, NOR WILL THEY MAKE,
ANY DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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i
Until________________, [90 days after effectiveness] 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 any
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to any unsold allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS [April 29, 2002]
TABLE OF CONTENTS
Prospectus Summary ........................................................ 1
The Offering .............................................................. 3
Summary Financial Data .................................................... 4
Risk Factors .............................................................. 5
Use of Proceeds ........................................................... 10
Determination of Offering Price ........................................... 11
Dilution .................................................................. 11
Capitalization ............................................................ 12
Dividend Policy ........................................................... 13
Management's Discussion and Analysis and Results of Operations ............ 14
Description of Business ................................................... 15
Management ................................................................ 17
Code of Ethics ............................................................ 19
Certain Relationships and Related Transactions ............................ 19
Disclosure of Commission Position of Indemnification
for Securities Act Liabilities ............................................ 21
Security Ownership of Certain Beneficial Owners and Management ............ 22
Selling Shareholder ....................................................... 23
Description of Securities ................................................. 24
Plan of Distribution ...................................................... 27
Legal Matters ............................................................. 28
Experts ................................................................... 29
Where You Can Find More Information ....................................... 29
Financial Statements ...................................................... F-1
Part II - Information Not Required in the Prospectus ...................... II-1
Signatures ................................................................ II-4
ii
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information that you should
consider before investing in the securities. You should read the entire
prospectus carefully, especially the risks of investing in the securities
discussed under "Risk Factors" beginning on page 5.
ABOUT US
Corporate Road Show.com Inc. was initially incorporated on November
1, 1999 in the State of New York (hereinafter "CRS", "we" or "us").
OUR BUSINESS
Presently, we are an internet based marketing operation which
produces corporate videos available on both the worldwide web via our website
www.corporateroadshow.com or in a hardcopy format. Our website serves as a
portal for companies to showcase their products and market their goods and
services to the business and financial communities. We have the capabilities to
produce high quality but reasonably priced custom-made "live" and "on demand"
video and audio productions by keeping most phases of the process (writing,
shooting, editing and post-production) in house as well as hosting such
presentations on our website. We contract a local studio to perform the original
video production work. Our fees are scaled depending on the extent of services
rendered by us.
In addition to the continued development of our core internet
business, we are now poised to begin the second phase of our corporate growth:
television production. We believe that by producing a weekly half-hour
"investment format" program featuring small to mid-sized companies, we can offer
a value added service previously unavailable to that targeted capital market.
Initially, we intend to televise such a program in the New York metropolitan
region.
TYPICAL INTERNET PRODUCTION
Once a client has retained us for a video production, we will set up
and perform an interview with such client. Such interview will be filmed by an
independent video crew that we retain. Generally, the interviewer will be an
actor hired by us. After the filming process is complete, the video goes to the
edit room for editing, music, title page credits and other production aspects.
We then digitize the video for hosting over the Internet. The client then has
access to the video on the Internet and can email that video to any data base
(ie. shareholders, employees, customers).
SHOW CONCEPT
CORPORATE ROADSHOW PRESENTS is a 1/2 hour infomercial designed to
appear as a regular television program showcasing various companies profiling
their goods and services. Shot in the field and our studio, CORPORATE ROADSHOW
PRESENTS will showcase and highlight each participating company. We anticipate
that our host, who is undetermined at the moment, will serve to introduce and
moderate discussions regarding a particular company, its executives and sales
people.
CORPORATE ROADSHOW PRESENTS will appear as a traditional business
program. We intend to provide a sophisticated presentation integrating top
quality editing, graphics and a fast-paced assortment of segments and
commercials, all seamlessly blended together which will provide both
entertainment and information for the viewers.
-1-
SPONSOR PARTICIPATION
CORPORATE ROADSHOW PRESENTS will allot each sponsoring company or
client a minimum of four minutes of programming focused on their company and its
product or service in addition to two 30 second commercials or any combination
of the 5 minute timeslot as negotiated between CRS and the sponsor. Each
sponsors' segment can appear in a variety of formats. We will allow the sponsor
to choose a structure most effective for it from a segment spanning the
continuous 4 min. time slot to a number of smaller segments profiling the
sponsor.
NEW YORK BROADCAST
Targeted airdate: Fourth Quarter of 2003. Although we have not yet
entered into any formal agreements, we intend to air CORPORATE ROADSHOW PRESENTS
on major New York television stations such as WCBS, WNBC or WABC. With over
12,000,000 possible viewers and as a world financial center, we believe that
penetrating the metropolitan New York marketplace is our most important initial
goal. We intend to air the program on weekends, envisioning a Sunday late
morning timeslot.
PROMOTION
Although the exact formula has yet to be determined, in an attempt to
cross promote and drive viewers to our programs, we intend to advertise the
broadcast of the show with either 15 or 30 second commercials as available on
regional or local cable and broadcast stations preceding the broadcast.
PRODUCTION SCHEDULE
We anticipate producing a program over a period of three to four
weeks either in the studio or from time to time in the field, or a combination
of both. This period of time is necessary so that each project can be viewed
from start to finish.
EMPLOYEES
As of April 14, 2003, we had 2 employees which includes managerial
and sales positions.
OUR OFFICES
Our executive offices are located at 80 Orville Drive - Suite 100,
Bohemia, New York 11716. Our telephone number is (631) 244-1555.
-2-
THE OFFERING
SECURITIES OFFERED BY US
Shares ................................................... 2,000,000
Price Per Share .......................................... $1.00
SECURITIES OFFERING BY SELLING SHAREHOLDER
Shares ................................................... 500,000
Price Per Share .......................................... $1.00
Shares of Common Stock Outstanding After Offering ........ 7,730,000
ESTIMATED USE OF PROCEEDS
We intend to use substantially all of the net proceeds from our sale
of our shares of common stock for general corporate purposes, including working
capital, expansion of sales and marketing activities which include the planned
expansion into the television production business. We will not receive any of
the proceeds from the sale of those shares being offered by the selling
shareholder.
PROPOSED OTC-BB TRADING SYMBOL
Common stock ..................... CRSC
RISK FACTORS
For a discussion of the risks you should consider before investing in
our shares, read the "Risk Factors" section.
-3-
SUMMARY FINANCIAL DATA
The Summary Financial information set forth below is derived from the
financial statements appearing elsewhere in this prospectus. Such information
should be read in conjunction with such financial statements, including the
notes thereto.
(Dollar amounts and share data)
Year Ended December 31
2002 2001
Revenues $ 25,189 $ 10,575
Net Loss $(162,951) $(28,031)
Loss Per Common Share $ (.03) $ (.01)
Weighted Average Number
of Common Shares outstanding 5,336,989 5,200,000
Balance Sheet Data December 31, 2002
Working Capital $ 224,110
Total Assets $ 293,917
Total Liabilities $ 10,424
Stockholders' Equity $ 283,493
See Financial Statements
-4-
RISK FACTORS
An investment in our common stock involves a high degree of risk.
Investors could lose their entire investment. Prospective investors should
carefully consider the following factors, along with the other information set
forth in this prospectus, in evaluating CRS, its business and prospects before
purchasing the common stock.
Concentrated ownership of our common stock may allow certain security
holders to exert significant influence in corporate matters. If we sell all of
the 2,000,000 shares being offered by us, our officers, directors and principal
security holders will own approximately 74% of our outstanding shares of common
stock. Such concentrated control allows these security holders to exert
significant influence in matters requiring approval of our stockholders. Mr.
Frank Ferraro, our Chairman of the Board and President owns 5,000,000 shares of
common stock or approximately 90% of the total issued and outstanding. Mr Eli
Weinstein, our second largest shareholder owns 500,000 shares of common stock or
approximately 9% of the total issued and outstanding, before taking into account
the securities being offered in this prospectus. Mr. Ferraro holds a majority of
the outstanding common stock and as a result is in a position to influence
significantly the election of some or all of the members of our Board of
Directors and the outcome of all corporate actions requiring stockholder
approval.
The timing and amount of capital requirements are not entirely within
our control and cannot accurately be predicted. If capital is required, we may
require financing sooner than anticipated. We have no commitments for financing,
and we cannot be sure that any financing would be available in a timely manner,
on terms acceptable to us, or at all. Further, any equity financing could reduce
ownership of existing stockholders and any borrowed money could involve
restrictions on future capital raising activities and other financial and
operational matters. If we were unable to obtain financing as needed, we could
be bankrupt.
We have been incurring losses from operations since our inception in
1999 and at December 31, 2002 had an accumulated deficit of $205,619.
Stockholders' equity and working capital was $283,493 and $224,110,
respectively. Although we believe that our business expansion will be successful
and that we will become profitable, no assurance can be given in this regard.
Although direct competitors are few, we believe that we face
competition from a diverse group of companies ranging from those providing
financial information and analysis over the Internet, web-casters providing
web-based shows, meetings and presentations, public relations firms as well as
traditional news and information sources (ie. television and print) as companies
in such industries cater to the same targeted audience as ourselves. Some of the
possible competitors include:
o Online financial news and information providers including
TheStreet.com, MarketWatch.com, MoneyTV Network, BATV and The Motley
Fool
o Traditional media sources such as The Wall Street Journal, Barrons,
CNNfn, and CNBC, all of whom also have an Internet presence
o Terminal-based financial news providers including Bloomberg, Reuters
and Dow Jones
o Online brokerage firms such as E*Trade, Charles Schwab or DLJ Direct
o Internet giants such as Yahoo!, Go Network and America Online
o Public relation and investor relation firms
-5-
As all of the above mentioned companies have significantly stronger name
recognition than ourselves, they are in a position to quickly attract public
companies which are in need of strong marketing and information campaigns thus
adversely impacting our potential pool of clients. As our sales and marketing
structure is not proprietary, it would not be difficult for a media company,
whether it be on the Internet or traditional medium to offer similar services.
Further, entry into the marketplace by new competitors is relatively easy
especially considering their existing presences and their greater resources for
financing, advertising and marketing. We intend to compete based on our ability
to market and sell our services to small and mid-sized public companies on a
reasonably priced and personalized basis.
Our management has discretion over the use and expenditure of the
proceeds of this offering. We intend to use the funds raised in this offering
for general corporate purposes, including working capital, expansion of sales
and marketing activities which include the planned expansion into the television
production business. Although we do not contemplate changes in the allocated use
of proceeds, to the extent we find changes are necessary or appropriate in order
to address changed circumstances and/or opportunities, we may find it necessary
to adjust the use of our capital, including the proceeds of this offering. As a
result of the foregoing, our success may be substantially dependent on the
discretion and judgment of our management with respect to the application and
allocation of the proceeds hereof.
We have a limited operating history. We are subject to all the
general risks inherent in, and the problems, expenses, difficulties,
complications and delays frequently encountered in connection with, establishing
any new business and operations. We are currently operating with inadequate
working capital which, among other things has constrained our ability to market
and sell ourselves and as a result we are substantially dependent on the
proceeds of this offering to maintain operations. There is still no assurance
that we, even with such funds, will successfully maintain operations at a level
sufficient for an investor to obtain a return on the shares being offered by us
in this Prospectus.
Our lack of consistency in our operating results makes it difficult
for us to accurately predict future growth. Our operating results have been
inconsistent and may continue to fluctuate from quarter to quarter and will
depend on numerous factors, including, but not limited to, customer demand and
market acceptance of our products and services. To some extent our business is
sensitive to the performance of the capital markets. If the public's interest in
investing does not continue to grow, there will be a reduced marketplace for our
customers to target and the demand for our products and services may wane.
We are dependent on the certain services of key individuals, the loss
of any of which will have a material adverse effect on us. We only have two
employees, Frank Ferraro, our Founder, Chairman and President and Vincent
Epifanio, our Senior Vice President and Director of Marketing. Although Mr.
Ferraro has an exclusive employment contract with us and is our largest
shareholder, there can be no assurance that he will remain with us during the
term of his respective contract. In the event that we were to lose either
employee, there can be no assurances that we would be able to retain qualified
executive staff. Further, we do not maintain any key man life insurance policies
on either Mr. Ferraro or Mr. Epifanio. Therefore, the loss of the service of
either of our employees, could have a material adverse effect upon us.
-6-
We may not be able to adequately protect our intellectual property
rights. Although we recently filed a service mark application with the United
States Patent and Trademark Office, we have certain intellectual property rights
which are not protected including, among others:
o Subscriber lists and related information;
o Content and information provider lists and related information;
o Proprietary web site content; and
o Content on our news programs.
To protect our rights to our intellectual property, we will rely on a
combination of trademark and copyright law, trade secret protection,
confidentiality agreements and other contractual arrangements with our
employees, affiliates, clients, strategic partners and others. The protective
steps we have taken may be inadequate to deter misappropriation of our
proprietary information. We may be unable to detect the unauthorized use of, or
take appropriate steps to enforce, our intellectual property rights. Effective
trademark, copyright and trade secret protection may not be available as many of
our productions are and will be available on the Internet. Failure to adequately
protect our intellectual property could harm our brand, devalue our proprietary
content and affect our ability to compete effectively. Further, defending our
intellectual property rights could result in the expenditure of significant
financial and managerial resources, which could materially adversely affect our
business, results of operations and financial condition.
System slowdowns or failures could hurt our business. In order for
our business to be successful, we must provide consistently fast and reliable
access to our web site. Unfortunately, slowdowns, breakdowns or failures in our
computer and communication systems, or of the Internet generally, are often
beyond our control and could jeopardize access to our site at any time. In
addition, heavy traffic on our site or on the Internet generally could severely
slow access to, and the performance of, our site. Repeated system slowdowns will
likely impair our ability to service and maintain the public's access to our
clients. Failures of or damage to our computer or communications systems could
render us unable to operate our site or even our business for extended periods
of time.
We may not be able to adequately protect ourselves against security
risks. All Internet businesses are subject to electronic and computer security
risks. We have taken steps to protect ourselves from unauthorized access to our
systems and use of our site, but we cannot guarantee that these measures will be
effective. If our security measures are ineffective, unauthorized parties could
alter, misappropriate, or otherwise disrupt our service or information. If such
unauthorized parties were able to access certain of our or our customers'
proprietary information, we would face significant unexpected costs and a risk
of material loss, either of which could adversely affect our business.
The selling shareholder may compete with us in selling common stock. Our
ability to raise additional capital through the sale of our common stock may be
harmed by competing re-sales of common stock by the selling shareholder. Sales
by the selling shareholder may make it more difficult for us to sell equity or
equity-related securities in this offering or in the future at a time and price
that we deem appropriate because the selling shareholder may offer to sell his
shares of common stock to potential investors for less than we do. Moreover,
potential investors may not be interested in purchasing shares of our common
stock if the selling shareholder is selling (or even has the ability to sell)
his shares of common stock.
To a significant extent the growth of our business is dependent on an
increase in the public's interest in the stock market. The recent depressed
stock market has decreased the public's interest in investment and financial
information. If this were to happen, it is likely that we would lose a
significant percentage of our then current and potential subscriber base.
-7-
Although we do not and will not pass upon the legitimacy of our
clients, our success will depend partially on our ability to present to the
public, companies with significant growth prospects. Failure to build and
maintain a reputation for such, may reduce our service value to potential
clients, which may harm our business.
Before this offering, there has been no public market for our common
stock. We are not sure that a public trading market for our common stock will
develop after this offering, or that the public offering price will correspond
to the price at which our common stock will trade subsequent to this offering.
The stock market has experienced price and volume fluctuations which have
resulted in changes in the market prices of stocks of many companies that may
not have been directly related to the operating performance of those companies.
Such broad market fluctuations may adversely affect the market price of our
common stock following this offering. In addition, the market price of our
common stock following this offering may be highly volatile. Factors such as
variations in our interim financial results, comments by securities analysts,
announcements of technological innovations or new products by us or our
competitors, changing market conditions in the industry, changing government
regulations, developments concerning our proprietary rights or litigation, many
of which are beyond our control, may have an adverse effect on the market price
of the common stock.
Sales of a substantial number of shares of common stock in the public
market following this offering, or the perception that sales could occur, could
make the market price of the common stock prevailing from time to time go down
and could impair our future ability to raise capital through a sale of our
stock. Upon completion of this offering, there will be 7,730,000 shares of
common stock outstanding, 2,500,000 of which will be freely tradable without
restriction.
The fluctuation of the price of our common stock may have an adverse
effect on the market price of our common stock. Future announcements concerning
us or our competitors, including strategic relationships with our or other
suppliers, may cause the market price of our common stock to fluctuate
substantially for reasons which may be unrelated to operating results. These
fluctuations, as well as general economic, political and market conditions, may
have a material adverse effect on the market price of our common stock.
Purchasers of the shares offered hereby will incur immediate
substantial dilution in the net tangible book value of approximately $.72 or 72%
per share. Our present shareholders have acquired their respective equity
interests at a cost substantially below the offering price. Accordingly, the
public investors will bear a disproportionate risk of loss per share.
We have never declared or paid any cash dividends on our capital
stock and do not anticipate paying cash dividends in the near future.
Accordingly, investors must rely on the sales of their common stock after price
appreciation, which may never occur, as the only way to realize on their
investment. Investors seeking cash dividends should not purchase our shares of
common stock.
We allow certain clients to pay for our services with a combination
of cash and restricted securities of theirs and as a result we are somewhat
dependent on such companies ability to succeed in the marketplace. In the past,
any securities we have received have been restricted. Thus, there is usually a
significant period of time between when such securities are received and when
they may be sold into the market. In the event that any securities we receive as
partial payment decline in value from the time we receive them and we find
ourselves in the unfortunate position of needing to raise capital for operations
by selling some or all of such securities we may suffer irreparable harm.
-8-
Terrorist attacks may negatively affect our operations and your
investment in our common shares. We cannot assure you that there will not be
further terrorist attacks against the United States or United States businesses.
These attacks or armed conflicts may directly impact our business and the
financial markets as a whole. We do not maintain any terrorism insurance. The
consequences of any armed conflict are unpredictable, and we may not be able to
foresee events that could have an adverse effect on our business or your
investment. More generally, any of these events could result in increased
volatility in or damage to the United States and worldwide financial markets and
economy. They also could result in a continuation of the current economic
uncertainty in the United States or abroad. Adverse economic conditions could
affect the ability of our tenants to pay rent, which could have a material
adverse effect on our operating results and financial condition, as well as our
ability to pay dividends to shareholders, and may result in volatility in the
market price for our securities.
The penny stock rules may have a restrictive effect on the trading of
our common stock. Because we may be subject to the "penny stock" rules, the
level of trading activity in our stock may be reduced. Broker-dealer practices
in connection with transactions in "penny stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stocks,
like shares of our common stock, 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. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
WE MAKE ESTIMATES OF OUR FUTURE IN FORWARD-LOOKING STATEMENTS.
The statements contained in this prospectus that are not historical
fact are "forward-looking statements," which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates," the negatives thereof or other variations thereon or
comparable terminology, and include statements as to the intent, belief or
current our expectations with respect to the future operations, performance or
position. These forward-looking statements are predictions. We cannot assure you
that the future results indicated, whether expressed or implied, will be
achieved. While sometimes presented with numerical specificity, these
forward-looking statements are based upon a variety of assumptions relating to
our business, which, although currently considered reasonable by us, may not be
realized. Because of the number and range of the assumptions underlying our
forward-looking statements, many of which are subject to significant
uncertainties and contingencies beyond our reasonable control, some of the
assumptions inevitably will not materialize and unanticipated events and
circumstances may occur subsequent to the date of this prospectus. These
forward-looking statements are based on current information and expectation, and
we assume no obligation to update them at any stage. Therefore, our actual
experience and results achieved during the period covered by any particular
forward-looking statement may differ substantially from those anticipated.
Consequently, the inclusion of forward-looking statements should not be regarded
as a representation by us or any other person that these estimates will be
realized, and actual results may vary materially. We can not assure that any of
these expectations will be realized or that any of the forward-looking
statements contained herein will prove to be accurate.
-9-
USE OF PROCEEDS
We do not have a firm commitment from any party to purchase any of
the shares being offered by us. We intend to sell the shares ourselves, through
broker/dealers or in private transactions. The following table discloses the net
proceeds we would realize from the sale of the related numbers of shares.
% # SHARES NET PROCEEDS (EST.)
----- ---------- ----------------
100 2,000,000 $ 1,900,000
75 1,500,000 $ 1,400,000
50 1,000,000 $ 900,000
25 500,000 $ 400,000
These proceeds are intended to be utilized substantially for working
capital and general corporate purposes as well as the costs and expenses
associated with our expansion into the network broadcasting arena. However,
management will retain sole discretion as to the use of the proceeds and may
from time to time determine that in the best interest of the company proceeds
from this offering shall be used for acquisitions or other corporate
restructuring activities which would not be in the ordinary course of the
company's business.
Regardless of whether we sell any shares of our Common Stock, we have
incurred approximately $100,000 in costs and expenses in regards to the
preparation of the Registration Statement of which this Prospectus forms a part.
The net proceeds to us from this offering are expected to be adequate
to fund our working capital needs for at least the next twelve (12) months.
Pending use of the proceeds from this offering as set forth above, we may invest
all or a portion of such proceeds in sort-term, interest-bearing securities,
U.S. Government securities, money market investments and short-term,
interest-bearing deposits in major banks.
-10-
DETERMINATION OF OFFERING PRICE
The offering price has no relationship to any established criteria of
value, such a book value or earning per share. No valuation or appraisal has
been prepared for our business and potential business expansion.
DILUTION
The issuance of the 2,000,000 shares will dilute our common stock and
may ultimately lower the price of our common stock. If you invest in our common
stock, your interest will be diluted to the extent of the difference between the
price per share you pay for the common stock and the pro forma as adjusted net
tangible book value per share by calculating the total assets less intangible
assets and total liabilities, and dividing it by 7,730,000, the number of
outstanding shares of common stock.
The net tangible book value of our common stock as of December 31,
2002, was $268,493, or approximately $.05 per share. Thus, as of December 31,
2002 the net tangible book value per share of common stock owned by our current
stockholders would have increased by $1,915,000 or $.23 per share after giving
effect to this offering without any additional investment on their part and the
purchasers of the shares offered hereby would have incurred an immediate
dilution of $.72 per share from the offering price. The following table
illustrates this per share dilution:
Public offering price per share of common stock
offered hereby ..................................... $1.00
Net tangible book value per share before offering ............. .05
Increase per share attributable to new investors .............. .23
Adjusted net tangible book value per share
after this offering ................................ $.28
Dilution to new investors ..................................... $.72
====
The following table summarizes the relative investments of investors
pursuant to this offering and the current shareholders of CRS:
In the future, we may issue additional shares, options and warrants,
and we may grant stock options to our employees, officers, directors and
consultants under our stock option plan, all of which may further dilute our net
tangible book value.
-11-
CAPITALIZATION
The following table sets forth our capitalization as of December 31,
2002 and as adjusted to give effect to the issuance and sale of the 2,000,000
Common Shares offered by the Company at $1.00 per Common Share for net proceeds
of $1,900,000. This table should be read in conjunction with the financial
statements and related notes included elsewhere in this prospectus.
December 31, 2002
-----------------
Pro Forma
Actual Pro Forma (1) As Adjusted (1)
Stockholders' Equity:
Common Stock, $0.0001 par value,
20,000,000 shares authorized;
5,710,000 issued and outstanding
(actual), 5,730,000 shares issued
and outstanding (pro forma)(1)
and 7,730,000 shares issued and
outstanding (as adjusted)(1)(2) $ 571 $ 573 $ 773
Additional Paid-In Capital 465,449 485,447 2,385,247
Retained Earnings (deficit) (205,619) (225,619) (225,619)
Accumulated other comprehensive
income 23,092 23,092 23,092
Total Stockholders' Equity 283,493 283,493 2,183,493
Total Capitalization $ 283,493 $ 283,493 $ 2,183,493
(1) Gives retroactive effect to the issuance of 20,000 shares of Common Stock in
February 2003 in lieu of $20,000 of compensation (finder's fee) to a consultant.
(2) Reflects the issuance of the 2,000,000 shares of Common Shares being
offered hereby.
-12-
DIVIDEND POLICY
Holders of the common stock our entitled to dividends when, as and if declared
by our Board of Directors out of funds legally available therefore. We have
never declared or paid any cash dividends and currently do not intend to pay
cash dividends in the foreseeable future on our shares of common stock. We
intend to retain earnings, if any, to finance the development and expansion of
our business. Payment of future dividends on our common stock will be subject to
the discretion of our Board of Directors and will be contingent on future
earnings, if any, our financial condition, capital requirements, general
business conditions and other factors. Therefore, there can be no assurance that
any dividends on our common stock will ever be paid.
-13-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We commenced operations on July 1, 2000 through the launching of our
website which serves as our platform for our internet based "live and on demand"
audio and video productions of a financial road shows, conferences and
presentations.
The following discussion should be read in conjunction with our
financial statements and notes thereto contained elsewhere in this prospectus.
This discussion may contain forward looking statements that could involve risks
and uncertainties. For additional information see "Risk Factors".
CRITICAL ACCOUNTING POLICIES
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which require management to
make estimates and assumptions that affect the reported amount of assets,
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities, and the report amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The critical accounting policies that affect our more significant
estimates and assumptions used in the preparation of our financial statements
are reviewed and any required adjustments are recorded on a monthly basis.
RESULTS OF OPERATIONS
Substantial positive and negative fluctuations can occur in our
business due to a variety of factors, including variations in the economy, and
the abilities to raise capital. As a result, net income and revenues in a
particular period may not be representative of full year results and may vary
significantly in our development stage. In addition results of operations have
been in the past and may vary in the future continue to be materially affected
by many factors of a national and international nature, including economic and
market conditions, currency values, inflation, the availability of capital, the
level of volatility of interest rates, the valuation of security positions and
investments and legislative and regulatory developments .Our results of
operations also maybe materially affected by competitive factors and our ability
to attract and retain highly skilled individuals.
Year ended December 31,2002 compared to year ended December 31, 2001
Net loss for the year ended December 31,2002 was ($162,951), or
($0.03) per share , compared to a net loss of $(28,031) or $(0.01) for the year
ended December 31, 2001. Total revenues increased $14,614 or 138% and total
expenses increased by $149,534 or 387%. The increased expenses were primarily
attributed to the raising of capital as well as the company trying to public.
Administrative compensation and employee benefits increased $36,000
or 120% and professional and consulting fees increased significantly due to the
June 1, 2002 private placement.
Share Issuance and other Capital Transactions
During the year ended December 31, 2002 we raised capital of
approximately $500,000 through a private placement with one individual and
realized net proceeds of $392,500.
-14-
DESCRIPTION OF BUSINESS
HISTORY AND DEVELOPMENT
We were incorporated pursuant to the laws of the State of New York on
November 1, 1999 under the name Corporate Road Show.com Inc. On July 1, 2000 we
launched our website on the Internet and began a limited marketing campaign for
our Internet based presentations.
Our basic business model is to help the corporate executive get their
story out to a vast but targeted audience over the internet or television, as
well as compliment their current marketing plans.
TYPICAL REVENUE PRODUCING TRANSACTION
A client's first experience with us results from the following
scenarios: (i) in response to our advertising campaign; (ii) as a recipient of a
marketing campaign on behalf of a client; or (iii) after production of our
planned financial television programs, in response to such. After the initial
discussion, we then determine which format is preferred (i.e. interview, Power
Point presentation). We then shoot the interview , edit it with sound and
digitize it in either Real Player or the Microsoft Media platform. Lastly, we
will broadcast the presentation on the Internet where interested parties can log
on and watch the show.
REVENUE BREAKDOWN
We recognize revenue at the time that all services have been
substantially completed. We may receive equity securities in certain entities as
payments for services provided for these entities. Some of these entities are
newly formed, have no operating history, and the market for such securities is
very limited. Since there is no assurance that these securities are marketable,
we have not recognized any revenue upon receipt. Revenue will be recorded at the
time the securities are determined to have a monetary value.
MARKETING APPROACH
Our current marketing plan includes "key word" marketing on major
Internet search engines like Lycos, Alta Vista, MSN and Yahoo! CRS bids on key
words associated with a particular topic, such as "corporate presentations." A
potential client searching the terms "corporate Presentations" on the Internet
may see our name at the top of a particular search engine list, thus enabling us
to target a spectrum of the public presently in the market for services that we
may offer.
STRATEGIC RELATIONSHIPS
On June 18, 2001 CRS was accepted as a member of the American Express
Affiliate Program- part of the Linkshare Network (TM). As an American Express
Affiliate, CRS can earn anywhere from $25 to $45 for each new customer the CRS
site generates for American Express. The commission structure is based on the
product that is sold. The following is the commission breakdown: Consumer cards
$30, Small Business Corporate cards $45, Membership Banking $35 and Merchant
Services $25.
-15-
COMPETITION
As a result of our cross media operation we compete to some extent
with both Internet financial as well as traditional media concerns, most of
which have greater resources than ourselves. We believe that as a provider of
promotional and marketing services to small and mid-capitalized public companies
we have few direct competitors and those that do exist are left to share a
potentially significant market. Some of our biggest competitors are MoneyTV,
BATV and Yahoo! Net Roadshow. MoneyTV and BATV are restricted solely to
producing television programs focused on their clients, while Yahoo! Net
Roadshow also appears to have been involved in web-based production in the
recent past. Although most of the online financial providers do not yet offer
similar services to our own, as the barriers to entry are reasonably low, any of
such competitors (such as The Street.Com, MarketWatch.Com, and the Motley Fool)
could quickly build in such services and become direct competitors to CRS.
TRADEMARKS AND PATENTS
On February 19, 2003 we filed a service mark application with the
United States Patent and Trademark Office.
EMPLOYEES
Currently, we have 2 employees. None of our employees are represented
by a labor union. We consider our relationship with our employees to be
satisfactory.
PROPERTIES
On November 13, 2002 we entered into a Lease Agreement for one office
for a period of twelve months with HQ Global Workplaces for an aggregate rent of
$15,000.
SEASONALITY
We have not found our business to be seasonal in nature.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding nor are any legal
actions contemplated by us at this time.
-16-
MANAGEMENT
DIRECTORS
Presently, Mr. Frank Ferraro is the only member of our Board of
Directors and was appointed to the Board in 1999.
The following table sets forth the name and, as of December 31, 2002,
age and position of each director and executive officer of our company.
NAME AGE POSITION
---- --- --------
Frank Ferraro 39 Chairman, President, Secretary and
Treasurer
Vincent Epifanio 39 Senior Vice President
BACKGROUND OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
Frank Ferraro has been the Chief Executive Officer and President
since inception. Mr. Ferraro has spent the last sixteen years in the financial
field. Since April of 1996 Mr. Ferraro has been dually licensed with both Castle
and Citadel Securities, respectively as a registered representative. With both
Castle and Citadel, Mr. Ferraro helped develop and manage an electronic internet
based proprietary trading system as well as a manager of a trading desk. Mr.
Ferraro graduated from Hofstra University with a B.B.A. in Accounting in 1986.
Vincent Epifanio joined us as our Vice President of Sales and
Marketing in January 2003. Mr. Epifanio has been a sales specialist for over 15
years. Most recently prior to CRS from September 1994 to December 2002, Mr.
Epifanio was an Account/Sales Manager for Starpoint Solutions, a full service
consulting/software firm with revenues over $80 million annually specializing in
the Banking and Brokerage industry. During his tenure with Starpoint, Mr.
Epifanio, built his personal sales base to over $4 million annually. Mr.
Epifanio graduated from Binghamton University in 1987 with a dual B.S. degree in
Computer Science and Industrial Engineering.
COMPENSATION OF DIRECTORS
We do not pay our Director any fee in connection with his role as a
member of our Board. Our Director is reimbursed for travel and out-of-pocket
expenses in connection with his attendance at Board meetings.
EMPLOYMENT AGREEMENTS
On January 1, 2003 we entered into an Employment Agreement with Mr.
Frank Ferraro, our Chief Executive Officer and Chairman of the Board, for a term
of two (2) years commencing on such date, providing for an annual salary of
$90,000 annually. In addition to his annual salary, Mr. Ferraro has the right to
participate in any share option plan, share purchase plan, retirement plan or
similar plan offer by our company, to the extent authorized by our Board. Mr.
Ferraro also has the right to have the company pay for a car of its choosing
including all expenses associated therewith.
-17-
EXECUTIVE COMPENSATION
For the fiscal year ended December 31, 2002, our aggregate cash
compensation payments to our executive officers and directors for services
rendered in these capacities was approximately $45,000. Mr. Frank Ferraro, our
CEO, was paid all $45,000. No other employee was paid more than $100,000 in the
fiscal year ended 2002.
OPTION GRANTS DURING LAST FISCAL YEAR
Although we adopted a Stock Option Plan in February of 2003, we have
yet to award any options under such plan.
SUMMARY OF 2003 STOCK OPTION PLAN
Qualified directors, officers, employees, consultants and advisors of
ours and our subsidiaries are eligible to be granted (a) stock options
("Options"), which may be designated as nonqualified stock options ("NQSOs") or
incentive stock options ("ISOs"), (b) stock appreciation rights ("SARs"), (c)
restricted stock awards ("Restricted Stock"), (d) performance awards
("Performance Awards") or (e) other forms of stock-based incentive awards
(collectively, the "Awards"). A director, officer, employee, consultant or
advisor who has been granted an Option is referred to herein as an "Optionee"
and a director, officer, employee, consultant or advisor who has been granted
any other type of Award is referred to herein as a "Participant."
The Omnibus Committee administers the Stock Option Plan and has full
discretion and exclusive power to (a) select the directors, officers, employees,
consultants and advisors who will participate in the Stock Option Plan and grant
Awards to such directors, officers, employees, consultants and advisors, (b)
determine the time at which such Awards shall be granted and any terms and
conditions with respect to such Awards as shall not be inconsistent with the
provisions of the Stock Option Plan, and (c) resolve all questions relating to
the administration of the Stock Option Plan. Members of the Omnibus Committee
receive no additional compensation for their services in connection with the
administration of the Stock Option Plan.
The Omnibus Committee may grant NQSOs or ISOs that are evidenced by
stock option agreements. A NQSO is a right to purchase a specific number of
shares of common stock during such time as the Omnibus Committee may determine,
not to exceed ten (10) years, at a price determined by the Omnibus Committee
that, unless deemed otherwise by the Omnibus Committee, is not less than the
fair market value of the common stock on the date the NQSO is granted. An ISO is
an Option that meets the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). No ISOs may be granted under the Stock
Option Plan to an employee who owns more than 10% of our outstanding voting
stock ("Ten Percent Stockholder") unless the option price is at least 110% of
the fair market value of the common stock at the date of grant and the ISO is
not exercisable more than five (5) years after it is granted. In the case of an
employee who is not a Ten Percent Stockholder, no ISO may be exercisable more
than ten (10) years after the date the ISO is granted and the exercise price of
the ISO shall not be less than the fair market value of the common stock on the
date the ISO is granted. Further, no employee may be granted ISOs that first
become exercisable during a calendar year for the purchase of common stock with
an aggregate fair market value (determined as of the date of grant of each ISO)
in excess of $100,000USD. An ISO (or any installment thereof) counts against the
annual limitation only in the year it first becomes exercisable.
The exercise price of the common stock subject to a NQSO or ISO may
be paid in cash or, at the discretion of the Omnibus Committee, by a promissory
note or by the tender of common stock owned by the Option holder or through a
combination thereof. The Omnibus Committee may provide for the exercise of
Options in installments and upon such terms, conditions and restrictions as it
may determine.
-18-
A SAR is a right granted to a Participant to receive, upon surrender
of the right, but without payment, an amount payable in cash. The amount payable
with respect to each SAR shall be based on the excess, if any, of the fair
market value of a share of common stock on the exercise date over the exercise
price of the SAR, which will not be less than the fair market value of the
common stock on the date the SAR is granted. In the case of an SAR granted in
tandem with an ISO to an employee who is a Ten Percent Stockholder, the exercise
price shall not be less than 110% of the fair market value of a share of common
stock on the date the SAR is granted.
Restricted Stock is common stock that is issued to a Participant at a
price determined by the Omnibus Committee, which price per share may not be less
than the par value of the common stock, and is subject to restrictions on
transfer and/or such other restrictions on incidents of ownership as the Omnibus
Committee may determine.
A Performance Award granted under the Stock Option Plan (a) may be
denominated or payable to the Participant in cash, common stock (including,
without limitation, Restricted Stock), other securities or other Awards and (b)
shall confer on the Participant the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Omnibus Committee shall establish. Subject to the terms of the
Stock Option Plan and any applicable Award agreement, the performance goals to
be achieved during any performance period, the length of any performance period,
the amount of any Performance Award granted and the amount of any payment or
transfer to be made pursuant to any Performance Award shall be determined by the
Omnibus Committee.
The Omnibus Committee may grant Awards under the Stock Option Plan
that provide the Participants with the right to purchase common stock or that
are valued by reference to the fair market value of the common stock (including,
but not limited to, phantom securities or dividend equivalents). Such Awards
shall be in a form determined by the Omnibus Committee (and may include terms
contingent upon a change of control of the company); provided that such Awards
shall not be inconsistent with the terms and purposes of the Stock Option Plan.
The Omnibus Committee determines the price of any such Award and may
accept any lawful consideration.
The Omnibus Committee may at any time amend, suspend or terminate the
Stock Option Plan; provided, however, that (a) no change in any Awards
previously granted may be made without the consent of the holder thereof and (b)
no amendment (other than an amendment authorized to reflect any merger,
consolidation, reorganization or the like to which we are a party or any
reclassification, stock split, combination of shares or the like) may be made
increasing the aggregate number of shares of the common stock with respect to
which Awards may be granted or changing the class of persons eligible to receive
Awards, without the approval of the holders of a majority of our outstanding
voting shares.
In the event a Change in Control (as defined in the Stock Option
Plan) occurs, then, notwithstanding any provision of the Stock Option Plan or of
any provisions of any Award agreements entered into between any Optionee or
Participant and us to the contrary, all Awards that have not expired and which
are then held by any Optionee or Participant (or the person or persons to whom
any deceased Optionee's or Participant's rights have been transferred) shall, as
of such Change of Control, become fully and immediately vested and exercisable
and may be exercised for the remaining term of such Awards.
If we are a party to any merger, consolidation, reorganization or the
like, the Omnibus Committee has the power to substitute new Awards or have the
Awards be assumed by another corporation. In the event of a reclassification,
stock split, combination of shares or the like, the Omnibus Committee shall
conclusively determine the appropriate adjustments.
-19-
No Award granted under the Stock Option Plan may be sold, pledged,
assigned or transferred other than by will or the laws of descent and
distribution, and except in the case of the death or disability of an Optionee
or a Participant, Awards shall be exercisable during the lifetime of the
Optionee or Participant only by that individual.
No Awards may be granted under the Stock Option Plan on or after
February 14, 2013, but Awards granted prior to such date may be exercised in
accordance with their terms.
The Stock Option Plan and all Award agreements shall be construed and
enforced in accordance with and governed by the laws of New York.
As of December 31, 2003, of the 1,000,000 shares of common stock
reserved for issuance under the Stock Option Plan, we have not issued any
options to acquire no shares of common stock were granted under the Stock Option
Plan.
OTHER
No director or executive officer is involved in any material legal
proceeding in which he is suing us or in which he will receive a benefit from
the legal proceedings.
CODE OF ETHICS
As we presently have only two employees, we have not yet found the
need to adopt a code of ethics. However, it is our intent to adopt such a code
with respect to our executive officers once we have a minimum of 5 full-time
employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of employment contracts with executive officers,
please refer to the section entitled Executive Compensation - Employment
Contracts.
-20-
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our articles of Incorporation and By-Laws provide that our directors
and officers will not be personally liable to us or our stockholders for
monetary damages due to the breach of a fiduciary duty as a director or officer.
New York Business Corporation Law Section 722, provides that we may indemnify
any officer, director, employee or agent who is party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, provided he was acting in good faith and in a manner which he
reasonably believed to be in, or not opposed to, our best interests, and, with
respect to any criminal action or proceeding, he had no reasonable cause to
believe that his conduct was unlawful. The indemnification includes all actual
and reasonable expenses, including attorney's fees, judgments, fines and
settlement amounts. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, does not of itself prevent
indemnification so long as the officer or director acted in good faith and in a
manner which he reasonably believed to be in, or not opposed to, our best
interests, or, with respect to any criminal action or proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
In addition, New York Business Corporation Law Section 722 provides
that we may indemnify any officer, director, employee or agent who is party to
any threatened, pending or completed action or suit brought by us or by our
stockholders on our behalf, provided he was acting in good faith and in a manner
which he reasonably believed to be in, or not opposed to, our best interests.
The indemnification includes all actual and reasonable expenses, including
attorney's fees, judgments, fines and settlement amounts. However,
indemnification is prohibited as to any suit brought in our right in which the
director or officer is adjudged by a court to be liable to us.
To the extent that the officer or director is successful on the
merits in any proceeding pursuant to which such person is to be indemnified, we
must indemnify him against all actual and reasonable expenses incurred,
including attorney's fees.
The foregoing indemnity provisions will limit your ability as
shareholders to hold officers and directors liable and collect monetary damages
for breaches of fiduciary duty, and require us to indemnify officers and
directors to the fullest extent permitted by law.
To the extent that indemnification may be available to our directors
and officers for liabilities arising under the Securities Act, we have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and therefore unenforceable.
-21-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 14, 2003, information
regarding the beneficial ownership of our common stock by each person we know to
own five percent or more of the outstanding shares, by each of the directors and
officers. As of April 14, 2003, there were 5,730,000 shares of our common stock
outstanding.
Beneficial ownership has been determined in accordance with Rule
13d-3 of the Exchange Act. Generally, a person is deemed to be the beneficial
owner of a security if he has the right to acquire voting or investment power
within 60 days. Subject to community property laws, where applicable, the
persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
--------------------
NUMBER OF SHARES BEFORE THE AFTER THE
BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING OFFERING
- ----------------- ------------------- ------------- ----------
Frank Ferraro 5,000,000 91% 64.0%
The following table sets forth information concerning the beneficial
ownership of shares of our Common Stock with respect to stockholders who were
known by us to be beneficial owners of more than 5% of our Common Stock as of
December 31, 2002. Unless otherwise indicated, the beneficial owner has sole
voting and investment power with respect to such shares of Common Stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the Securities and Exchange
Commission rules, shares of our Common Stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within sixty (60) days of the date of the table are deemed
beneficially owned by the optionees. Subject to community property laws, where
applicable, the persons or entities named in the table above have sole voting
and investment power with respect to all shares of our Common Stock indicated as
beneficially owned by them. Percentage ownership is based on 5,710,000 shares of
Common Stock outstanding as of April 14, 2003 and 2,000,000 additional shares of
Common Stock to be issued in this offering.
There is no public trading market for our shares of common stock. In
addition to Mr. Frank Ferraro our President, we have one other shareholder as
found below. For a discussion regarding our dividend policy as related to our
common stock please see "Description of Securities."
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
--------------------
NUMBER OF SHARES BEFORE THE AFTER THE
BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING OFFERING
- ----------------- ------------------- ------------- -----------
Frank Ferraro 5,000,000 91% 64%
Eli Weinstein 500,000 9% 6%
-22-
SELLING SHAREHOLDER
This Prospectus will also be used for the offering of additional
shares of our Common Stock owned by Eli Weinstein. Mr. Weinstein may offer for
sale up to 100% (500,000 shares) of his holdings in our Common Stock. Mr.
Weinstein may offer for sale such shares of our Common Stock from time to time
in the open market, in privately negotiated transactions or otherwise. We will
not receive any proceeds from such sales. The resale of the securities by Mr.
Weinstein is subject to the prospectus delivery and other requirements of the
Securities Act.
-23-
DESCRIPTION OF SECURITIES
GENERAL
The following description of our capital stock does not purport to be
complete and is subject to and qualified in its entirety by our Articles of
Incorporation, as amended, and By-laws, which are included as exhibits to the
registration statement of which this prospectus forms a part, and by the
applicable provisions of New York law.
We are authorized to issue 20,000,000 shares of common stock, $0.0001
par value per share, of which 5,730,000 shares were issued and outstanding as of
April 14, 2003.
COMMON STOCK
Holders of shares of our common stock are entitled to share equally
on a per share basis in such dividends as may be declared by our Board of
Directors out of funds legally available therefor. There are presently no plans
to pay dividends with respect to the shares of our common stock. Upon our
liquidation, dissolution or winding up, after payment of creditors and the
holders of any of our senior securities, if any, our assets will be divided pro
rata on a per share basis among the holders of the shares of our common stock.
The common stock is not subject to any liability for further assessments. There
are no conversion or redemption privileges or any sinking fund provisions with
respect to the common stock. The holders of common stock do not have any
pre-emptive or other subscription rights.
Holders of shares of common stock are entitled to cast one vote for
each share held at all stockholders' meetings for all purposes, including the
election of directors. The common stock does not have cumulative voting rights.
All of the issued and outstanding shares of common stock are fully
paid, validly issued and non-assessable.
DIVIDEND
We have never declared or paid any cash dividends on our common
stock. We anticipate that any earnings will be retained for development and
expansion of our business and we do not anticipate paying any cash dividends in
the near future. Our Board of Directors has sole discretion to pay cash
dividends with respect to our common stock based on our financial condition,
results of operations, capital requirements, contractual obligations and other
relevant factors.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 7,730,000 shares of
common stock outstanding. Of these shares, 2,500,000 shares of common stock will
be freely tradeable without further restriction or further registration under
the Securities Act, as amended, accept for those shares purchased by an
"affiliate" of the company (in general, a person who has a control relationship
with the company) which will be subject to the limitation of Rule 144 adopted
under the Securities Act. The remaining shares (5,230,000) are deemed to be
"restricted securities," as that term is defined under Rule 144 promulgated
under the Securities Act.
PREFERRED STOCK
We are not authorized to issue any shares of preferred stock.
-24-
TRANSFER AGENT AND REGISTRAR
Our transfer agent is Olde Monmouth Stock Transfer Co., Inc., 200
Memorial Pkwy, Atlantic Highlands , N.J. 07716. Their phone number is
732/872-2727.
RESALE RESTRICTIONS
All of our shares of common stock issued prior to this offering are
"restricted securities" as this term is defined under Rule 144, in that such
shares were issued in private transactions not involving a public offering and
may not be sold in the U.S. in the absence of registration other than in
accordance with Rule 144 under the Securities Act of 1933, as amended, or
another exemption from registration. In general, under Rule 144 as currently in
effect, any of our affiliates or any person (or persons whose shares are
aggregated in accordance with Rule 144) who has beneficially owned our common
shares which are treated as restricted securities for at least one (1) year
would be entitled to sell within any three-month period a number of shares that
does not exceed the greater of 1% of our outstanding common shares
(approximately 75,000 shares based upon the number of common shares expected to
be outstanding after the offering) or the reported average weekly trading volume
in our common shares during the four weeks preceding the date on which notice of
such sale was filed under Rule 144. Sales under Rule 144 are also subject to
manner of sale restrictions and notice requirements and to the availability of
current public information concerning our company. In addition, affiliates of
our company must comply with the restrictions and requirements of Rule 144
(other than the one (1) year holding period requirements) in order to sell
common shares that are not restricted securities (such as common shares acquired
by affiliates in market transactions). Furthermore, if a period of at least two
(2) years has elapsed from the date restricted securities were acquired from us
or from one of our affiliates, a holder of these restricted securities who is
not an affiliate at the time of the sale and who has not been an affiliate for
at least three (3) months prior to such sale would be entitled to sell the
shares immediately without regard to the volume, manner of sale, notice and
public information requirements of Rule 144.
Upon closing of this offering, we intend to file a registration
statement for the resale of the common shares that are authorized for issuance
under our existing and new stock option plans. We expect this registration
statement to become effective immediately upon filing. Shares issued pursuant to
our stock option plans to U.S. residents after the effective date of that
registration statement (other than shares issued to our affiliates and the
employees described below) generally will be freely tradable without restriction
or further registration under the Securities Act of 1933.
-25-
PRIVATE PLACEMENT
From June through October 2002, we issued an aggregate of 500,000
shares of common stock to one individual for a total of $500,000. The proceeds
from the sale were used to pay for the expenses associated with the development
and introduction of our website as well as general operating expenses.
-26-
PLAN OF DISTRIBUTION
SHARES BEING REGISTERED ON THE COMPANY'S BEHALF
We are registering 2,000,000 shares of our common stock which shall
be offered and sold on a self-underwritten basis by us, using our officers,
directors or, at our discretion, by participating broker-dealers licensed by the
National Association of Securities Dealers, Inc. Although we anticipate being
listed on the OTC-Bulletin Board concurrently with the effectiveness of this
Prospectus, we may not be. Regardless, we will offer the shares to the public at
a price of $1.00 per share. There is no minimum investment requirement and funds
received by us from this offering will not be placed into an escrow account. The
offering price of the shares was arbitrarily determined by us. The offering
price of the shares does not have any relationship to our assets, book value, or
earnings. We reserve the right to reject any subscription in whole or in part,
for any reason or for no reason. There can be no assurance that we will sell any
or all of the offered shares.
As our offering is "self-underwritten" in nature and at a fixed price
of $1.00 per share, we are unsure whether we will sell any shares of common
stock. As a result, we are unable at this time to determine what State, if any,
offers or sales will be made. As a result of our recent growth, we believe that
unsolicited offers to purchase our common stock will be made. However, we may
also seek out broker-dealers to assist us in placing our stock. Regardless of
whether we place our stock ourselves or through agents, we will comply with all
applicable blue sky requirements of each jurisdiction in which we ultimately
offer and sell our shares.
Under the Securities Exchange Act of 1934 and the regulations
thereunder, any person engaged in a distribution of the shares of our common
stock offered by this prospectus may not simultaneously engage in market making
activities with respect to our common stock during the applicable "cooling off"
periods prior to the commencement of such distribution.
SHARES BEING REGISTERED ON THE SELLING SHAREHOLDER'S BEHALF
We are also registering 500,000 shares of our common stock held by
Mr. Eli Weinstein, the selling shareholder, on his behalf. At any time, the
selling shareholder may sell some or all of such shares at any price. The
shares will not be sold in an underwritten public offering.
Broker-dealers engaged by the selling shareholder may arrange for
other broker-dealers to participate. Broker-dealers may receive commissions or
discounts from the selling shareholder (or, if any such broker-dealer acts as
agent for the purchaser of such shares, from such purchaser) in amounts to be
negotiated. Broker-dealers may agree with the selling shareholder to sell a
specified number of such shares at a stipulated price per share, and, to the
extent such broker-dealer is unable to do so acting as agent for the selling
shareholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to the selling shareholder.
Broker-dealers who acquire shares as principal may resell those shares from time
to time in the over-the-counter market or otherwise at prices and on terms then
prevailing or related to the then-current market price or in negotiated
transactions and, in connection with such re-sales, may receive or pay
commissions.
The selling shareholder and any broker-dealers participating in the
distributions of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Any profit on the sale of shares
by the selling shareholder and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts. The
shares may also be sold pursuant to Rule 144 under the Securities Act of 1933,
as amended, beginning one (1) year after the shares were issued.
-27-
Under the Securities Exchange Act of 1934 and the regulations
thereunder, any person engaged in a distribution of the shares of our Common
Stock offered by this prospectus may not simultaneously engage in market making
activities with respect to our Common Stock during the applicable "cooling off"
periods prior to the commencement of such distribution. Also, the selling
shareholder is subject to applicable provisions that limit the timing of
purchases and sales of our Common Stock by the selling shareholder.
We have informed the selling shareholder that, during such time as he
may be engaged in a distribution of any of the shares we are registering by this
prospectus, he is required to comply with Regulation M. In general, Regulation M
precludes the selling shareholder, any affiliated purchasers and any
broker-dealer or other person who participates in a 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 defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
Regulation M prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that
security, except as specifically permitted by Rule 104 of Regulation M. These
stabilizing transactions may cause the price of our Common Stock to be less
volatile than it would otherwise be in the absence of these transactions. We
have informed the selling shareholder that stabilizing transactions permitted by
Regulation M allow bids to purchase our Common Stock if the stabilizing bids do
not exceed a specified maximum. Regulation M specifically prohibits stabilizing
that is the result of fraudulent, manipulative, or deceptive practices. The
selling shareholder and distribution participants are required to consult with
their own legal counsel to ensure compliance with Regulation M.
LEGAL MATTERS
The validity of the shares has been passed upon for us by our
counsel, Spitzer & Feldman P.C.
-28-
EXPERTS
The financial statements of Corporate Road Show.com Inc. at December
31, 2002 and December 31, 2001 appearing in this registration statement have
been audited by Lazar Levine & Felix LLP our independent auditor.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN GIVEN ANY INFORMATION OR
HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OTHER THAN THE INFORMATION
CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US, BY THE SELLING STOCKHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES DESCRIBED
IN THIS PROSPECTUS OR AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SUCH
SHARES IN ANY CIRCUMSTANCES IN, WHICH SUCH OFFER, OR SOLICITATION IS UNLAWFUL.
WHERE YOU CAN FIND MORE INFORMATION
The effectiveness of this registration statement will render us
subject to the informational requirements of the Exchange Act, and, we will file
reports, proxy statements and other information with the Securities and Exchange
Commission as required by federal law. These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Securities Exchange Commission Investors may read and copy any
of these reports, statements, and other information at the SEC's public
reference room located at 450 5th Street, N.W., Washington, D.C., 20549, or any
of the SEC's other public reference rooms located in New York and Chicago.
Investors should call the SEC at 1-800-SEC-0330 for further information on these
public reference rooms upon payment of the fees prescribed by the Securities
Exchange Commission. These SEC filings are also available free at the SEC's web
site at www.sec.gov.
This prospectus does not contain all of the information set forth in
the registration statement, parts of which are omitted to comply with the rules
and regulations of the Securities Exchange Commission. For further information,
please see the registration statement in its entirety.
-29-
CORPORATE ROAD SHOW.COM INC.
-----------------------------
(A DEVELOPMENT STAGE COMPANY)
INDEX
PAGE(S)
Independent Auditors' Report F-2
Financial Statements:
Balance Sheets as of December 31, 2002 and 2001 F-3
Statements of Operations for the Cumulative Period from Inception,
November 1, 1999 to December 31, 2002 and the Years Ended
December 31, 2002 and 2001 F-4
Statement of Shareholders' Equity for the Cumulative Period from
Inception, November 1, 1999 to December 31, 2002 F-5
Statements of Cash Flows for the Cumulative Period from
Inception, November 1, 1999 to December 31, 2002 and
the Years Ended December 31, 2002 and 2001 F-6
Notes to Financial Statements F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Shareholders
Corporate Road Show.com Inc.
Bohemia, New York
We have audited the accompanying balance sheets of Corporate Road Show.com Inc.
(a development stage company), as of December 31, 2002 and 2001, and the related
statements of operations, shareholders' equity (deficit) and cash flows for the
years ended December 31, 2002 and 2001 and the cumulative period from inception,
November 1, 1999 through December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Corporate Road Show.com Inc.
(a development stage company) and the results of its operations and its cash
flows for the periods mentioned in conformity with accounting principles
generally accepted in the United States of America.
/s/ LAZAR LEVINE & FELIX LLP
----------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
January 29, 2003
F-2
F-3
F-4
F-5
F-6
CORPORATE ROAD SHOW.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 1 - DESCRIPTION OF COMPANY:
Corporate Road Show.com Inc. (the "Company") was organized in
the state of New York on November 1, 1999. The Company is
presently an internet-based marketing operation which produces
corporate videos available on both the worldwide web via its
website or in a hardcopy format. The website serves as a portal
for companies to showcase their products and market their goods
and services to the business and financial communities. The
Company has the capabilities to offer clients custom made "live"
and "on demand" video and audio productions as well as compact
disk and DVD copies by writing, shooting, editing and prepping
in-house as well as hosting such presentations on its website.
The Company is considered as being in the development stage,
since its inception, in accordance with Statement of Financial
Accounting Standards No. 7 ("SFAS 7"), and its fiscal year end
is December 31. As shown in the accompanying financial
statements, the Company has generated minimal revenues to date,
and incurred cumulative losses of $205,619 through December 31,
2002.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company's accounting policies are in accordance with
accounting principles generally accepted in the United States of
America. Outlined below are those policies considered
particularly significant.
(A) USE OF ESTIMATES:
In preparing financial statements in accordance with accounting
principles generally accepted in the United States of America,
management makes certain estimates and assumptions, where
applicable, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period.
While actual results could differ from those estimates,
management does not expect such variances, if any, to have a
material effect on the financial statements.
(B) STATEMENTS OF CASH FLOWS:
For purposes of the statements of cash flows the Company
considers all highly liquid investments purchased with a
remaining maturity of three months or less to be cash
equivalents.
(C) FAIR VALUE:
The Company's financial instruments currently consists of cash
and cash equivalents, accounts payable and debt obligations. The
recorded values of cash and cash equivalents and accounts
payable approximate their fair values based on their short-term
nature. The recorded values of debt obligations approximate
their fair values, as interest approximates market rates.
(D) FIXED ASSETS:
Fixed assets are recorded at cost. Depreciation and
amortization are provided on a straight-line basis over 5 years.
F-7
CORPORATE ROAD SHOW.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
(E) DEFERRED OFFERING COSTS:
The Company, in connection with a proposed offering ("the
Offering") of its securities, has incurred certain costs which
have been deferred and which will be charged against the
proceeds upon completion of the Offering or charged to expense
in the event the Offering is not completed.
(F) REVENUE RECOGNITION:
The Company recognizes revenue at the time that all services
have been substantially completed. The Company has received
equity securities in certain entities as payments for services
provided for these entities. Some of these entities are newly
formed, have no operating history, and the market for such
securities is very limited. Since there is no assurance that
these securities are marketable, the Company has not recognized
any revenue upon receipt. Revenue will be recorded at the time
the securities are determined to have a monetary value.
(G) INCOME TAXES:
The asset and liability method is used in accounting for income
taxes. Under this method, deferred tax assets and liabilities
are recognized for operating loss and tax credit carry forwards
and for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the results of operations in the
period that includes the enactment date. A valuation allowance
is recorded to reduce the carrying amounts of deferred tax
assets unless it is more likely than not that such assets will
be realized.
(H) LOSS PER COMMON SHARE:
Loss per common share was calculated by dividing the net loss by
the weighted average number of shares outstanding for each
period presented.
(I) STATEMENT OF COMPREHENSIVE INCOME:
Other comprehensive income items under SFAS 130 are transactions
recorded in shareholders' equity during the year, excluding net
income and transactions with shareholders.
Investments in debt and equity securities are classified as
available-for-sale, held-to-maturity or as part of a trading
portfolio. As of December 31, 2002 and 2001, the Company had no
significant investments in securities classified as either
held-to-maturity or trading. Securities classified as
available-for-sale are carried at fair value and their
unrealized gains and losses, net of tax, are reported as
accumulated other comprehensive income (loss).
NOTE 3 - DUE TO OFFICER:
The Company had received non-interest bearing advances from its
officer/major shareholder in order to fund its operations. As of
December 31, 2002 and 2001, such advances aggregated $195. The
Company repaid this advance in 2003.
F-8
CORPORATE ROAD SHOW.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 4 - SHAREHOLDERS' EQUITY:
In 1999, subsequent to inception, the company issued 5,200,000
shares of its common stock for $520.
During 2002, the Company issued 500,000 shares of common stock
at a per share price of $1.00, receiving $392,500 in net cash
proceeds. The Company also issued 10,000 shares of common stock
in lieu of payment of professional fees aggregating $10,000.
NOTE 5 - INCOME TAXES:
2002 2001
Deferred tax assets and liabilities consist of the following:
DEFERRED TAX ASSETS:
Net operating loss carry forwards $ 47,745 $ 22,000
Less valuation allowance (47,745) (22,000)
--------- ----------
$ -- $ --
========= ==========
No provision for Federal and state income taxes has been
recorded since the Company has incurred losses since inception.
Deferred tax assets at December 31, 2002 and 2001 consist
primarily of the tax effect of the net operating losses that
expire in years beginning in 2011 and which amounts to
approximately $133,000 at December 31, 2002. The Company has
provided a 100% valuation allowance on the deferred tax assets
at December 31, 2002 and 2001 to reduce such asset to zero,
since there is no assurance that the Company will generate
future taxable income to utilize such asset. Management will
review this valuation allowance periodically and make
adjustments as warranted.
NOTE 6 - COMMITMENTS:
LEASE:
Effective December 1, 2002 the Company entered into a lease for
office space and ancillary services. This lease requires monthly
payments of $1,250 and has an initial term of 12 months.
EMPLOYMENT AGREEMENTS:
On January 1, 2003 the Company entered into an Employment
Agreement with its Chief Executive Officer and Chairman of the
Board, for a term of two (2) years commencing on such date,
providing for an annual salary of $90,000 annually. In addition
to his annual salary, this officer has the right to participate
in any share option plan, share purchase plan, retirement plan
or similar plan offer by the Company, to the extent authorized
by the Board.
F-9
CORPORATE ROAD SHOW.COM INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 7 - PROPOSED PUBLIC OFFERING:
The Company is currently preparing a registration statement for
an initial public offering of its common stock. The Company
intends to offer 2,500,000 shares of common stock, at $1.00 per
share, which includes 500,000 shares of common stock offered by
a selling stockholder. The Company will not receive any proceeds
from the sale of the shares of common stock being offered by the
selling shareholder.
The shares of Company common stock will be offered and sold on a
self-underwritten basis by using Company officers, directors,
participating licensed broker-dealers or in private
transactions.
F-10
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 24. Indemnification of Directors.
CRS's Certificate of Incorporation permits indemnification to the
fullest extent permitted by New York law. CRS's by-laws require CRS to indemnify
any person who was or is an authorized representative of CRS, and who was or is
a party or is threatened to be made a party to any corporate proceeding, by
reason of the fact that such person was or is an authorized representative of
CRS, against expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such third party proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best interests
of CRS and, with respect to any criminal third party proceeding (including any
action or investigation which could or does lead to a criminal third party
proceeding) had no reasonable cause to believe such conduct was unlawful. CRS
shall also indemnify any person who was or is an authorized representative of
CRS and who was or is a party or is threatened to be made a party to any
corporate proceeding by reason of the fact that such person was or is an
authorized representative of CRS, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
corporate action if such person acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of CRS, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to CRS unless and only
to the extent that the court in which such corporate proceeding was pending
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which any court
shall deem proper. Such indemnification is mandatory under CRS's by-laws as to
expenses actually and reasonably incurred to the extent that an authorized
representative of CRS has been successful on the merits or otherwise in defense
of any third party or corporate proceeding or in defense of any claim, issue or
matter therein. The determination of whether an individual is entitled to
indemnification may be made by a majority of disinterested directors,
independent legal counsel in a written legal opinion or the shareholders. CRS
currently does not maintain a directors and officers liability insurance policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling CRS pursuant to the foregoing provisions, CRS has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
Item 25. Other Expenses of Issuance and Distribution.
The estimated expenses of the distribution, all of which are to be
borne by us, are as follows. All amounts are estimates except the Securities and
Exchange Commission registration fee:
Registration Fee........................................ $ 230
Printing and Engraving Expenses......................... $ 5,000
Accounting Fees and Expenses............................ $ 15,000
Legal Fees and Expenses................................. $ 50,000
Transfer Agent's Fees and Expenses...................... $ 1,500
Miscellaneous........................................... $ 7,500
Total........................ $ 77,500
II-1
Item 26. Recent Sale of Unregistered Securities.
Set forth below is information regarding the issuance and sales of
CRS' common stock without registration during the last three (3) years. No such
sales involved the use of an underwriter.
1. On November 1, 1999, we were incorporated pursuant to the New York Business
Corporation Law. Upon our incorporation 5,000,000 shares were issued to our
founding shareholder. This transaction by us did not involve any public
offering and was exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof.
2. In June 2002 we issued 250,000 shares of common stock to Eli Weinstein, an
accredited investor, for consideration of $250,000. In October 2002 we
issued 250,000 shares of common stock to Mr. Weinstein for $250,000. We paid
a finder's fee to Five Flags, Inc. of $100,000. These issuances of shares of
common stock to Mr. Weinstein by us did not involve any public offering and
was exempt from the registration requirements under the Securities Act
pursuant to Section 4(2) thereof.
3 In November 2002 we issued 10,000 shares of common stock to David Kagel as
consideration for services rendered. Such offering was exempt from the
registration requirement under the Securities Act pursuant to Section 4(2)
thereof. Mr. Kagel is an accredited investor. This transaction did not
involve any public offering and was exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof.
4. In February of 2003 we issued 20,000 shares to Benjamin Lapin as part of a
finder's fee arrangement we had with Mr. Lapin, a non-accredited investor.
Mr. Lapin, in addition to having access to the books and records of CRS as
well as ample access to our management, was considered sophisticated enough
to understand the risks of an investment in CRS. This transaction
did not involve any public offering and was exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof.
ITEM 26. EXHIBITS
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Registrant*
3.2 By-laws of the Registrant*
4.1 Specimen Common Stock Certificate*
5.1 Opinion of Spitzer & Feldman P.C. with respect to the
validity of the shares being registered
10.1 American express Agreement *
10.2 HQ Lease*
10.3 2003 Omnibus Stock Purchase Agreement, dated February 14,
2003*
10.5 Form of Subscription Agreement*
10.6 Ferraro Employment Agreement*
23.1 Consent of Lazar, Levine & Felix LLP
23.2 Consent of Spitzer & Feldman P.C. (included in Exhibit
5.1)
* To be filed by amendment.
II-2
Item 27. Undertakings.
A. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by us of expenses incurred or paid by
our director, officer or controlling person in the successful defense of any
action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
B. We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To specify in the prospectus any facts or events
arising after the effective date of the Registration
Statement or 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. 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 prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b), Section 230.424(b) of Regulation S-B, if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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.
II-3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-2 and has duly caused
this amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 29, 2003.
CORPORATE ROAD SHOW.COM INC.
By: /s/ Frank Ferraro
--------------------------------
Frank Ferraro
Chairman, Chief Accounting Officer
and Chief Executive Officer