-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Owm9kWNgK3mODuhaAgMos8R/FxIq8tJUfbTOsUZCa4aQKBQae18Ci1pmEKzUYmSl WdMj7z6KpKOW3AnTzB0Vow== 0001213900-03-000067.txt : 20030630 0001213900-03-000067.hdr.sgml : 20030630 20030630123915 ACCESSION NUMBER: 0001213900-03-000067 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CI SELL CARS INC CENTRAL INDEX KEY: 0001249869 IRS NUMBER: 161644353 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-106637 FILM NUMBER: 03763299 BUSINESS ADDRESS: STREET 1: 15318 CLIMBING BRANCH CITY: HOUSTON STATE: TX ZIP: 77068 BUSINESS PHONE: 2812556256 SB-2 1 fsb2_cisellcars.txt REGISTRATION STATEMENT FOR CI SELL CARS, INC. As filed with the Securities and Exchange Commission on June 30, 2003. REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CI SELL CARS INC. (Name of Small Business Issuer in its Charter) TEXAS 16 1644353 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
309A EAST MAIN TOMBALL, TEXAS 77375 (281)255-6256 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CURTIS HUNSINGER PRESIDENT CI SELL CARS INC. 309A EAST MAIN TOMBALL, TEXAS 77375 (281)255-6256 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of communications to: GREGG E. JACLIN, ESQ. ANSLOW & JACLIN, LLP 4400 ROUTE 9, 2ND FLOOR FREEHOLD, NEW JERSEY TELEPHONE NO.: (732) 409-1212 FACSIMILE NO.: (732) 577-1188 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARES AGGREGATE OFFERING PRICE REGISTRATION FEE Common Stock, par value $.001 per share 6,801,000 $.10 $680,100 $62.57
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shareholders were sold to CI Sell Cars Inc. shareholders in a private placement memorandum. This price of $.10 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE , 2003 THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. CI SELL CARS INC. 6,801,000 SHARES OF COMMON STOCK Our selling stockholders are offering to sell 6,801,000 shares of our common stock. THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 3. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June , 2003 Currently, our common stock is not trading on any public market. It is our intention to retain a market maker to apply for trading on the Over the Counter Bulletin Board ("OTC BB") following the effectiveness of this registration statement. TABLE OF CONTENTS SUMMARY FINANCIAL DATA. 2 ABOUT OUR COMPANY 3 RISK FACTORS. 3 SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS 15 MARKET PRICE OF OUR COMMON STOCK 15 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION. 16 BUSINESS 22 MANAGEMENT 32 PRINCIPAL STOCKHOLDERS 36 SELLING STOCKHOLDERS 39 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 42 DESCRIPTION OF SECURITIES. 42 INDEMNIFICATION OF DIRECTORS AND OFFICERS. 45 WHERE YOU CAN FIND MORE INFORMATION. 46 TRANSFER AGENT. 47 LEGAL MATTERS 47 EXPERTS. 47 INDEX TO FINANCIAL STATEMENTS f-1 i About Our Company CI Sell Cars, Inc. is a Texas corporation that was formed in December 2002 to become a car dealer and to obtain a license to sell cars in the state of Texas. Our operations actually commenced in September 2002 when we operated as a sole proprietorship doing business as CI Sell cars until incorporating in December 2002. From the time we commenced operations in September 2002 until early 2003, Curtis Hunsinger, our sole officer and director, applied for a used car dealer license, researched the used car market and sold cars but not at the wholesale or dealer level. In February 2003, Mr. Hunsinger was successful in obtaining the license to sell used cars. Since initiating our business we have been successful in selling a number of cars. At the same time, we conducted research to determine if there are any web sites that offered to sell used cars, and, whether there were public companies that sold used cars on the web. Based on our research, we decided to develop three areas in the used car selling market to determine in which manner to focus our business plan. The first area that we are trying to develop is the traditional manner of selling used cars by establishing a used car lot, obtaining a state license, becoming approved at auto auctions and establishing relationships with vendors needed to quickly buy, `fix-up' and then sell cars for a profit. The next market we intend to pursue is to establish a web site that will list not only our cars for sale, but will allow others to list their cars also and it will become a revenue source by charging for advertising as well as a small fee for listing the cars for sale. The final market we intend to pursue is the creation of a web page for new dealers to assist them in becoming used car dealers. We intend to pursue the development of all three avenues and as one becomes more profitable than the others, that will be the area to receive the major thrust of our investment in terms of financial support and time. We presently maintain our principal offices at our used car dealership at 309A East Main, Tomball, Texas 77375. Our telephone number is (281)255-6256. How Our Company Is Organized We were incorporated under the name CI Sell Cars, Inc. in the State of Texas on December 13, 2002. We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. Where You Can Find Us We presently maintain our principal offices at 309A East Main, Tomball, Texas 77375. Our telephone number is (281)255-6256. Summary Financial Data The following summary financial data should be read in conjunction with "Management's Discussion and Analysis or Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The following summary financial data should be read in conjunction with "Management's Discussion and Analysis or Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. 1 The statement of operations data for the period from September 2, 2002 (inception) to April 30, 2003 are derived from our audited Financial Statements. Balance sheet data at April 30, 2003 are derived from our audited financial statements. The operating results for the period ended April 30 are not necessarily indicative of the results to be expected for the full year or for any future period. (Date of Inception September 6, 2002) To April 30, 2003 ----------------- Statement of Operations: Revenue $ 12,710 Net Losses 68,604 Total Operating Expenses 67,825 Research and Development - General and administrative 67,825 As of April 30, 2003 --------------- Balance Sheet Data: Cash $ 20,298 Total Current Assets 31,446 Total Assets 31,446 Total Liabilities 0 Stockholders Equity 31,446 Risk Factors The common shares offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating us and our business before purchasing any common shares. This memorandum contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this memorandum. We lack a significant operating history and have losses which we expect to continue into the future. We were incorporated in December 2002 and we have recently commenced our proposed business operations and have begun to realize revenues. We have a limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $68,604. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: - our ability to market and advertise our used car business - our ability to generate revenues - our ability to raise the capital necessary to continue the development of our websites and business plan. 2 Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with operations of our used car lot and website. We cannot guarantee that we will be successful in generating additional revenues in the future. Failure to generate additional revenues may cause us to go out of business. We are small and do not have much capital; therefore, we must limit our development and as a result may not being able to pursue our business plan. We are a small operation and do not have much capital. Therefore, we must limit the development of our business. Because we may have to limit our development, we may not be successful in determining which marketing arena is best suited for our company. We will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability to expand our current business operations. We may need to raise additional funds through public or private debt or sale of equity to expand our current business operation as a used car dealer. We also need to raise additional capital to complete our website. This financing may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our acquisition and growth strategy, and as a result, could require us to diminish or suspend our acquisition strategy and possibly cease our operations. Curtis Hunsinger owns more than 50% of our outstanding common shares and his ownership of a majority of our common stock prevents you from causing a change in the course of our operations. Curtis Hunsinger owns 20,000,000 shares (74.62%) of our outstanding common stock. Therefore, your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the common shares you own because of the ineffective voting power. As a result, Curtis Hunsinger will be able to elect all of our directors and control our operations. As a company involved with the internet, we are in an intensely competitive industry and any failure to timely implement our business plan could diminish or suspend our development and possibly cause us to cease our operations. The internet industry is highly competitive, and has few barriers to entry. Although there are few competitors who offer the same or similar services of the type we offer, we can provide no assurance that additional competitors will not enter markets that we intend to serve. If we are unable to efficiently and effectively institute our business plan as a result of intense competition or a saturated market, we may not be able to continue the development and enhancement of our web site and become profitable. 3 If we are unable to establish a large user base we may have difficulty attracting advertisers to our web site, which may affect our ability to expand our business operations and product line. An integral part of our business plan and marketing strategy requires us to establish a large user base. Once we are able to establish a large user base and a demand for our online services, we will be able to attract advertisers to our web site and possibly begin to generate advertising revenues. If for any reason our web site is ineffective at attracting consumers or if we are unable to continue to develop and update our web site to keep consumers satisfied with our service, our user base may decrease and our ability to generate advertising revenues may decline. Our Market Is Characterized by Rapid Technological Change, and If We Fail to Develop and Market New Technologies Rapidly, We May Not Become Profitable in the Future. In addition, the internet industry are characterized by rapid technological change that could render our existing web site obsolete. The development of our web site entails significant technical and business risks. We can give no assurance that we will successfully use new technologies effectively or adapt our web site to customer requirements or emerging industry standards. If our management is unable, for technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements, we may never become profitable which may result in the loss of all or part of your investment. We face intense competition from other used car dealer which are larger and have greater resources which could result in a failure to maintain our existing clients as well as obtaining new clients. The used car dealer market and the internet marketing is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We compete with many large used car dealer which have significantly greater personnel, financial, managerial, technical and marketing resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain expand our business. We may not be able to liquidate our cars in a timely manner and we may incur unforeseen events such as unexpected repairs and changes in the local market which could cause us to delay or suspend operations. If we fail to liquidate our used cars in a timely manner, our inventory may become stale and we may not be able to sell our used cars. In addition, we may face unforeseen events such as unexpected repairs and changes in the local market. If we are unable to liquidate our cars or there is a change in the local market we may have to suspend or cease our operations. 4 There is no public trading market for our common stock and you may not be able to resell your common stock. There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your common shares. If you do want to resell your common shares, you will have to locate a buyer and negotiate your own sale. The OTC Bulletin Board will eventually be phased out due to the new proposed Bulletin Board Exchange which will be introduced in 2004 and will require us to meet qualitative listing standards or be quoted on the Pink Sheets. After this offering is completed, we will apply to the OTC Bulletin Board for a quotation of our shares of common stock. In 2003, the NASD has proposed a new market, the Bulletin Board Exchange, or BBX, which will eventually take the place of the OTC Bulletin Board. The BBX will have qualitative listing standards, but no minimum share price, income or asset requirements. The BBX's new system will bring increased speed and reliability to trade executions and improve the overall transparency of the marketplace. If we fail to meet the qualitative standards of the BBX by the time the OTC Bulletin Board is phased out, we will have to have our shares quoted on the Pink Sheets. Loss of our key management staff, Curtis Hunsinger, could be detrimental to our business. We are presently dependent to a great extent upon the experience, abilities and continued services of Curtis Hunsinger, our sole officer and director. The loss of services of Curtis could have a material adverse effect on our business, financial condition or results of operation. Our sole officer and director has the ability to be employed by or consult for other companies which may prevent him from devoting full-time to our operations. Our sole officer and director, Curtis Hunsinger is not required to work exclusively for us. Therefore, it is possible that a conflict of interest with regard to Curtis' time may arise if he is employed by another company. His other activities may prevent him from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations. Our common shares sold to investors are restricted securities and are not eligible for sale. Our common shares offered are "restricted securities" as defined under the Securities Act. The resale of such securities may not be made without registration under the Securities Act and state securities laws or the existence of an exemption from such registration requirements. Certain states may not allow sales of our common shares and investors may be required to hold their common shares indefinitely The common shares offered are intended to be qualified or exempt for sale only in a limited number of states. Purchasers of the common shares may move to jurisdictions in which the common shares are not qualified or exempt. No assurances can be given that we will be able to effect any required qualification or that any exemption will be available permitting a purchaser to sell his common shares, and, as a result, such common shares may be required to be held indefinitely. 5 No dividends and none anticipated To date, we have paid no cash dividends on our common shares. For the foreseeable future, earnings generated from our operations will be retained for use in our business and not to pay dividends. SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS Some of the statements in this prospectus under "Risk Factors," Plan of Operation," "Business," and elsewhere are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." In some cases, you can identify forward-looking statements by the words "believe," "expect," "anticipate," "intend" and "plan" and similar expressions or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. We caution you not to place undue reliance on these forward- looking statements. USE OF PROCEEDS The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. LACK OF MARKET FOR OUR COMMON STOCK There is no established public trading market for our securities. We intend to seek a market maker to apply for a listing on the OTC Electronic Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. DETERMINATION OF OFFERING PRICE Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our Regulation D Rule 506 private placement in March 2003. The offering price should not be regarded as an indicator of the future market price of the securities. 6 DIVIDENDS To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the development and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant. PENNY STOCK CONSIDERATIONS Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. Overview Since our inception, our operations have been devoted to car sales and to a lesser degree the other two areas of our operations. We are focusing on selling cars through a used car lot, establishing a web site to sell use cars and finally to establish another website that assists prospective car dealers in becoming successful dealers. These three areas will be tracked and CI Sell Cars will increasingly invest time and funds into the strongest business. We have started the advertising web site, but need an estimated $25,000 and twelve months to fully develop the site. We have not started the development of the dealer training web site; however, we estimate the development will be $50,000 and will require twelve months once we are funded. We also need an advertising budget to promote the web sites and our ability to fully promote the web sites will be limited by our ability to raise capital. 7 In order to raise the capital to develop the two planned web sites we will need to either receive a substantial increase from our revenue stream, receive loans from our management or third parties and/or sell additional shares of our common stock which may cause significant dilution to existing shareholders. Plan of Operation The business was started in 2002 and since then we have received an auto dealer license in the State of Texas, established a small used car lot, successfully sold a number of cars and started the development of a an advertising website for the local Houston market. Capital resources and Liquidity. We currently have approximately $23,000 in cash. We believe that the planned expenditures for continuing the car sales business is minimal. Our general and administrative expenses are expected to average $1,000 per month for the next 12 month which gives us enough cash to survive for the next 12 months. We have no plans to pay salaries to our Officers or employees during the next 12 months and we have paid our rent for our offices for the whole year. We believe we have sufficient cash to meet our minimum costs and operating expenses for our used car lot during the next 12 months. However, we will need to raise additional capital to expand our used car lot and its inventory and to further develop our two planned websites. There is no assurance we will be successful in raising the needed capital. BUSINESS - OUR COMPANY Organization We were organized as a Texas corporation in December 2002 for the purpose of selling used cars. Our Business We are a Texas corporation that was formed in December 2002 to become a car dealer and to obtain a license to sell cars in the state of Texas. Our operations actually commenced in September 2002 when we operated as a sole proprietorship doing business as CI Sell Cars until incorporating in December 2002. From the time we commenced operations in September 2002 until early 2003, Curtis Hunsinger, our sole officer and director, applied for a used car dealer license, researched the used car market and sold cars but not at the wholesale or dealer level. In February 2003, Mr. Hunsinger was successful in obtaining the license to sell cars. Prior to that time, we had been buying and selling cars but not at the dealer or wholesale level. At the same time, we conducted research to determine if there are any web sites that offered to sell cars and whether there were public companies that sold cars. There are several web sites listing cars for sale but most are not geared to our local market and the local sites do not offer simple search criteria such as price only searching. Many people in our general pricing market have only a certain dollar amount to spend and are not extremely particular about what brand of car they purchase. Yet of the existing websites that sell cars except eBay, all of them only allow a search to be run once the consumer picks a brand or type car. We believe that searching by price alone will be a great asset to the used car buying market that we are targeting. 8 Based on our market research, we decided to develop three areas in the used car selling market and then to determine in which area to focus our business. The first area that we are trying to develop is the traditional manner of selling cars by establishing a used car lot, obtaining a state license, becoming approved at auto auctions and establishing relationships with vendors needed to quickly buy, `fix-up' and then sell cars for a profit. In order to receive our dealer's license we were required to purchase the necessary bond, install a proper sign which is visible 50 feet away, install phone lines and rent an office and lot space. We have already registered with four auto auctions and have made deposits with the two auto auctions that require such deposits. The next market we intend to pursue is to establish a web site that will list not only our cars for sale, but will allow others to list their cars for sale also and this will become a revenue source from the advertising dollars. We have secured the web site, www.usedcarsinhouston.net, and have commenced the initial design and development of such site. In order to complete this website we will require additional funding and we do not expect this site to be completed in less than 12 months. We will promote this site by purchasing key domain names, placing banner ads, listing in search engines and ensuring that all of our magnetic signs have our website address. As Mr. Hunsinger interacts with his sources for buying, fixing up and selling cars, he will also promote this websites existence. The final market we intend to pursue is the creation of a web page for new dealers to assist them in becoming car dealers. We intend to pursue the funding and development of all three avenues, and as one becomes more profitable than the others, that will be the area to get the primary thrust of work and a majority of our investment in terms of financial support and time. As set forth above, the first market we intend to pursue is the traditional arena of buying and selling of cars. We have established a used car lot, obtained a state license, become approved at auto auctions and established a relationship with vendors that need to quickly buy, `fix-up' and then sale cars for a profit. We have been successful in selling a number of used cars since Mr. Hunsinger obtained his dealer's license and contributed it to us. The second market that we intend to develop is that of a web site that will list not only our cars for sale, but will allow other to list their cars also. This will become a source of revenue by charging advertisers for ads on the website. According to an article in Forbes magazine on April 8, 2002 by Michael Frank, Ebay had a billion dollars in car sales in 2001 and double that for 2002. We believe the success of Ebay and other online auction sites proves there is a market for selling cars on the internet. We will list our cars on Ebay and we have acquired the rights to the domain name, www.UsedCarsinHouston.net. We are in the process of creating a database of cars for both purchasers and sellers in the Houston area. For a limited time this would be free to both the seller and the purchaser. Sellers will also be able to send photos to be placed on the website, but for this there will be a fee; this may generate a small source of revenue to us. This website will have a simple search capability using such parameters, as make, year, and price, and a brief description and picture. To the best of our knowledge, no other web site geared towards the local Houston marker allows a search by price alone. We plan to design the site to allow individuals or other dealers to enter their own information of the site, without the need for help from the company. 9 To the best of our knowledge, there are no other website that offers this service at this time. The layout will be very user friendly, therefore advertisers such as auto parts stores, paintless dent removal, rim resurfacing, windshield repair, insurance companies, car washes, car aftermarket stores, auto repair shops, body repair shops, financing companies, will be enticed to place and pay for ads on the website. This website will offer links to the home pages of these advertisers. We will need to raise additional capital in order to expand into other cities. Each city will have its own page name and each will be either owned or licensed to another individual. Some advertisers will be national and those advertising dollars will be split unequally in our favor. As these cities emerge, the impact of each will aid the others. The website is already linked to/from Car Fax which is generating click-throughs and live calls. We also intend to establish a web page for new dealers to assist them in becoming car dealers. As Mr. Hunsinger was researching for his license, he found that the lack of information available to new car dealers often creates serious fines and penalties for a majority of applicants. He also discovered how many individuals have attempted to buy and sale cars as either a full time or part time pursuit. One of the great American dreams is to `own a business' and many believe that selling cars is not only a profit center but a means of obtaining the freedom to be there own boss. The appeal of being a business owner is strong. This site will provide information for before the dealer application, through the application and after the application. Details of who to call, where to call, classes available, monthly, quarterly and annual taxes due, forms you need, and who sells surety bonds will all be provided for a fee. As of now, there is no central location that provides all of this information. There will be information provided on auto auctions, such as, the amount of registration fees, purchase and sales fees, deposits required, payment methods accepted and deadline, dates of auction, times of auctions, types of titles offered - clear title, flood title, salvaged title. The new dealer web site should appeal to these types of advertisers: windshield repair, auto detailing services, surety bond insurance, inspection services, title services, car license printing companies, and sign makers. We have already developed some simple marketing procedures that no one else in the Houston auto selling arena has used. All cars for sale by us have magnetic signs listing the price and phone number. As our management attends auto auctions, many dealers are impressed that they `never thought of' this simple idea. This is a much cleaner and appealing look than the usual hand painted information on cars. We also promote our website on the magnetic signs and are already receiving hits to this site with no paid advertising or promotion yet. Our first site will offer used car information for anyone in the Houston market. If we are successful in the Houston area we plan to set up joint web site ventures with used car dealers in other Texas cities. Eventually we plan to venture other states as we have the revenue to hire individuals to learn the other states regulations and to maintain the additional sites. At this time, we intend to maintain control of these sites and for our individual partners or dealers in these cities to be independent contractors. Many of the partners who obtain a dealers license will not succeed in business for the same reasons many business fail. We believe that some of these will have a value and will be potential buy out candidates. 10 By being the source for a host of information, it is likely when these individuals decide to sell or give up their business, they will contact us, putting us in a prime spot to select the locations we want for our own growth. OFFICES We presently maintain our principal offices at our used car dealership at 309A East Main, Tomball, Texas 77375. Our telephone number is (281)255-6256. EMPLOYEES As of June 30, 2003, we had one member of our management team, Curtis Hunsinger, our sole officer and director. DESCRIPTION OF PROPERTY Our principal offices are at our used car dealership located at 309A East Main, Tomball, Texas 77375. Such used car dealership is approximately 100 by 100 feet of lot space and we sublease approximately 144 square feet of space in a small office building located on the property. We consider our office space suitable for both our office and storage needs. We pay an annual lease of $1,000 for use of this lot and office space. LEGAL PROCEEDINGS In the normal course of our business, we may periodically become subject to various lawsuits. However, there is no current proceeding or litigation involving us. MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information about our executive officers and directors.
NAME AGE POSITION - ---- --- -------- Curtis Hunsinger 28 Chief Executive Officer/President/Secretary/Treasurer/ Director
Curtis Hunsinger is our founder, Chief Executive Officer, President, Secretary, Treasurer and Director. Since 1997, Mr. Hunsinger has been employed in the sales, service and finance departments at new and used car lots such as Big H auto auction, Precision Toyota & Kingwood Chrysler Jeep Eagle. From 1995 to 1997 he has employed as a crew leader at United Stationers. In addition, in 1995 he was employed by Bill Elliott Investigations where he installed real time video and surveillance equipment in Stop & Go convenience stores around the Houston area. In his capacity as founder and President, Mr. Hunsinger oversees our day-to-day operations, and manages our long-term strategic development. Oversight of our operations involves financial and information systems management and exploration. 11 All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years. BOARD OF DIRECTORS The board of directors consists of one director. BOARD COMMITTEES None EXECUTIVE COMPENSATION Our sole director will not receive a fee for attending each board of directors meeting or meeting of a committee of the board of directors. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION NAME AND RESTRICTED SECURITIES OPTIONS PRINCIPAL FISCAL OTHER ANNUAL STOCK UNDERLYING (NO. OF ALL OTHER POSITION YEAR SALARY BONUS COMPENSATION AWARDS SHARES) COMPENSATION -------- ---- ------ ----- ------------ ------ ------- ------------ Curtis Hunsinger 2003 $ 0 0 0 0 20,000,000 President and Secretary
Our shareholders may in the future determine to pay Directors' fees and reimburse Directors for expenses related to their activities. STOCK OPTIONS There is no stock option plan or common shares of our common stock set aside for any stock option plan. The following table sets forth information with respect to stock options granted to the Named Executive Officers during fiscal year 2003: 12 OPTION GRANTS IN FISCAL 2003 (INDIVIDUAL GRANTS)(1) NUMBER OF% OF TOTAL OPTIONS SECURITIES UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION NAME OPTIONS GRANTED FISCAL PRICE DATE 2003 ---- None No Executive Officer held options during the 2003 fiscal year. The following table sets forth information as to the number of shares of common stock underlying unexercised stock options and the value of unexercised in-the-money stock options projected at the 2003 fiscal year end: None PRINCIPAL STOCKHOLDERS The following table sets forth, as of June 30, 2003, certain information with respect to the beneficial ownership of the common stock by (1) each person known by us to beneficially own more than 5% of our outstanding shares, (2) each of our directors, (3) each Named Executive Officer and (4) all of our executive officers and directors as a group. Except as otherwise indicated, each person listed below has sole voting and investment power with respect to the shares of common stock set forth opposite such person's name. NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OUTSTANDING SHARES - -------------------- -------------------- ------------------ 5% STOCKHOLDERS Curtis Hunsinger 20,000,000 76.92% 25402 Chapel Ridge Sprint, Texas 77373 Officers and Directors 20,000,000 76.92% as a Group (1) Assumes the sale of all of the Common Shares offered. SELLING STOCKHOLDERS The shares being offered for resale by the selling stockholders consist of the shares of common stock sold to a total of eleven seed investors in an offerings in December 2002 through March 2003 pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933. In addition the selling stockholders consist of shares of common stock sold to a total of thirty-four investors in a Regulation D Rule 506 private placement undertaken by us in May, 2003. None of the selling stockholders have had within the past three years any position, office or other material relationship with us or any of our predecessors or affiliates. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of June 24, 2003 and the number of shares of common stock being offered by the selling stockholders. 13 The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
Shares of common Percent of Common Shares of common Shares of common Stock owned prior Stock owned stock to be Stock owned Name of selling stockholder to offering(1) prior to offering sold After offering Percent(1) ----------------- ----------------- ---------------- ---------------- ---------- Audrey Blythe 3,500 0.0075% 3,500 0 0 Faye Boyce 1,500 0.0032% 1,500 0 0 Calynn Brigance 800,000 1.7094% 800,000 0 0 Glenda Brigance 3,500 0.0075% 3,500 0 0 Allison Broadus 3,500 0.0075% 3,500 0 0 Cheryl Clark 1,000 0.0021% 1,000 0 0 Eileen Cook 3,500 0.0075% 3,500 0 0 Jason Cook 500,000 1.0684% 500,000 0 0 Robert Cook 3,500 0.0075% 3,500 0 0 Joseph Delgado 500,000 1.0684% 500,000 0 0 Flex Financial Group Inc. 500,000 1.0684% 500,000 0 0 Mark Ford 300,000 0.6410% 300,000 0 0 14 Nathan Gain 2,000 0.0043% 2,000 0 0 Larry Gaskin, Jr 300,000 0.6410% 300,000 0 0 David Gregory 2,000 0.0043% 2,000 0 0 Danielle Greiner 3,500 0.0075% 3,500 0 0 Don Harris 1,500 0.0032% 1,500 0 0 Kathy Hemby 15,000 0.0321% 15,000 0 0 Houston Vehicles 3,500 0.0075% 3,500 0 0 Unlimited Inc. Charles C. Hunsinger 1,000,000 2.1367% 1,000,000 0 0 Drew Johnson 1,000 0.0021% 1,000 0 0 Nichol Johnson 1,000 0.0021% 1,000 0 0 J. Douglas Laughlin 1,500 0.0032% 1,500 0 0 Joelyn S. Laughlin 2,500 0.0053% 2,500 0 0 Jane Martin 10,000 0.0214% 10,000 0 0 Micah Martin 2,000 0.0043% 2,000 0 0 Donald C. May 2,500 0.0053% 2,000 0 0 Sawitree Monrungsri 2,000 0.0043% 2,000 0 0 Tanya Orena 500,000 1.0684% 500,000 0 0 Alex J. Philips 2,000 0.0043% 2,000 0 0 15 Sarah Philips 2,000 0.0043% 2,000 0 0 Yolanda Pilson 1,500 0.0032% 1,500 0 0 Maria Raggio 3,500 0.0075% 3,500 0 0 Reagan Realy 2,000 0.0043% 2,000 0 0 Jorge Rodriquez 1,000 0.0021% 1,000 0 0 Ruth Shepley 1,200,000 1.9341% 1,200,000 0 0 Anabella Smith 3,500 0.0075% 3,500 0 0 Irene Smith 500,000 1.0684% 500,000 0 0 Chasity Tejada 2,000 0.0043% 2,000 0 0 Freda Thompson 7,500 0.0160% 7,500 0 0 Sherri Treichel 3,500 0.0075% 3,500 0 0 Reginald C. Whitfield 600,000 1.2820% 600,000 0 0 Teresa Yank 1,500 0.0032% 1,500 0 0 Erica Zavala 1,000 0.0021% 1,000 0 0
(1) Assumes that all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during the offering period. PLAN OF DISTRIBUTION The shares may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers or dealers who may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: 16 - - ordinary brokers transactions, which may include long or short sales, - - transactions involving cross or block trades on any securities or market where our common stock is trading, - - purchases by brokers or dealers as principal and resale by such purchasers for their own accounts pursuant to this prospectus - - in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents, - - through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or - - any combination of the foregoing, or by any other legally available means. Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We do not anticipate that either our shareholders will engage an underwriter in the selling or distribution of our shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mr. Hunsinger, our sole officer and director contributed his license and the website to CI Sell Cars in exchange we issued 10,000,000 shares for the website and 9,000,000 shares for services and the license to Curtis Hunsinger. Such related party transactions were on terms that were not more favorable than if agreed upon by a third party in an arms length transaction. DESCRIPTION OF SECURITIES The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by- laws, copies of which have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. The following discussion is qualified in its entirety by reference to such exhibits. GENERAL Our Articles of Incorporation authorize us to issue up to 110,000,000 shares of which 100,000,000 are to be Common Shares and 10,000,000 are to be Preferred Shares with a par value of $.001. As of June 30, 2003, there were 26,681,000 shares of our common stock outstanding. 17 COMMON STOCK The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Our certificate of incorporation and by-laws do not provide for cumulative voting rights in the election of directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption rights. All of the outstanding shares of common stock are fully-paid and non-assessable. Liquidation Rights. Upon our liquidation or dissolution, each outstanding Common Share will be entitled to share equally in our assets legally available for distribution to shareholders after the payment of all debts and other liabilities. Dividend Rights. We do not have limitations or restrictions upon the rights of our Board of Directors to declare dividends, and we may pay dividends on our shares of stock in cash, property, or our own shares, except when we are insolvent or when the payment thereof would render us insolvent subject to the provisions of the Texas Statutes. We have not paid dividends to date, and we do not anticipate that we will pay any dividends in the foreseeable future. Voting Rights. Holders of our Common Shares are entitled to cast one vote for each share held of record at all shareholders meetings for all purposes. Other Rights. Common Shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional Common Shares in the event of a subsequent offering. There are no other material rights of the common shareholders not included herein. There is no provision in our charter or by-laws that would delay, defer or prevent a change in control of us. We have not issued debt securities. WHERE YOU CAN FIND MORE INFORMATION You may read and copy any report, proxy statement or other information we file with the Commission at the Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices at 75 Park Place, Room 1400, New York, New York 10007 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. In addition, we file electronic versions of these documents on the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR, System. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information filed with the Commission. 18 We have filed a registration statement on Form SB-2 with the Commission to register shares of our common stock to be sold by the selling stockholders and to register additional shares to be sold. This prospectus is part of that registration statement and, as permitted by the Commission's rules, does not contain all of the information set forth in the registration statement. For further information with respect to us or our common stock, you may refer to the registration statement and to the exhibits and schedules filed as part of the registration statement. You can review a copy of the registration statement and its exhibits and schedules at the public reference room maintained by the Commission, and on the Commission's web site, as described above. You should note that statements contained in this prospectus that refer to the contents of any contract or other document are not necessarily complete. Such statements are qualified by reference to the copy of such contract or other document filed as an exhibit to the registration statement. TRANSFER AGENT The Transfer Agent and Registrar for our common stock is American Registrar and Transfer Company, 342 E. 900 South, Salt Lake City, Utah 84111. Its telephone number is (801) 363-9065. LEGAL MATTERS The validity of the shares of common stock offered in this prospectus has been passed upon for us by Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor, Freehold, New Jersey 07728. Its telephone number is (732) 409-1212. EXPERTS The financial statements included in this prospectus included elsewhere in the registration statement have been audited by Malone & Bailey, independent auditors, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 19 FINANCIAL STATEMENTS INDEPENDENT AUDITORS REPORT To the Board of Directors CI Sell Cars, Inc. (A Development Stage Company) Tomball, Texas We have audited the accompanying balance sheet of CI Sell Cars, Inc., as of April 30, 2003 and the related statements of operations, stockholders equity, and cash flows for the period from September 6, 2002 (Inception) through April 30, 2003. These financial statements are the responsibility of CI Sell Cars' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CI Sell Cars, Inc., as of April 30, 2003, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America. MALONE & BAILEY, PLLC www.malone-bailey.com Houston, Texas May 6, 2003 F-1
CI SELL CARS, INC. (A Development Stage Company) BALANCE SHEET April 30, 2003 ASSETS Cash $ 20,298 Inventory 9,815 Prepaid rent 333 Deposit 1,000 -------- TOTAL ASSETS $ 31,446 ======== Liabilities $ 0 Commitments STOCKHOLDERS' EQUITY Preferred stock, $.001 par, 10,000,000 shares authorized, none outstanding Common stock, $.001 par, 100,000,000 shares authorized, 26,750,500 shares issued and outstanding 26,751 Additional paid in capital 73,299 Deficit accumulated during the development stage (68,604) -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 31,446 ========
See accompanying summary of accounting policies and notes to financial statements. F-2
CI SELL CARS, INC. (A Development Stage Company) STATEMENT OF OPERATIONS For the Period from September 6, 2002 (Inception) Through April 30, 2003 Sales $ 12,710 Cost of Goods Sold 13,489 -------- Gross Profit (779) Administrative expenses - paid in cash12,825 - paid in stock 55,000 -------- Net loss $(68,604) ========= Basic and diluted net loss per common share $(0.00) Weighted average common shares outstanding 15,096,906
See accompanying summary of accounting policies and notes to financial statements. F-3
CI SELL CARS, INC. (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Period from September 6, 2002 (Inception) Through April 30, 2003 Deficit Accumulated Additional During Common Stock Paid in Development Shares $ Capital Stage Totals ------ ------- ------- ----- ------ Contribution to capital in September 2002 $ 5,000 $ 5,000 Shares issued - - to the founder in September 2002 as compensation for website development services at $.001 per share 10,000,000 $ 10,000 10,000 10,000 - - for cash in October 2002 at $.0025 per share 1,200,000 1,200 1,800 3,000 - - for cash in November 2002 at $.004 per share 500,000 500 1,500 2,000 - - for cash in February 2003 at $.005 per share 5,000,000 5,000 20,000 25,000 - - to the founder in March 2003 as compensation for services at $.005 per share 9,000,000 9,000 36,000 45,000 - - to the founder for cash in March 2003 at $.005 per share 1,000,000 1,000 4,000 5,000 - - for cash in April 2003 at $.10 per share 50,500 51 4,999 5,050 Net loss $ (68,604) (68,604) ----------- ----------- ----------- ----------- -------- Balances, April 30, 2003 26,750,500 $ 26,751 $ 73,299 $ (68,604) $ 31,446 =========== =========== =========== =========== ========
See accompanying summary of accounting policies and notes to financial statements. F-4
CI SELL CARS, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the Period from September 6, 2002 (Inception) Through April 30, 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net deficit accumulated during the development stage $(68,604) Adjustments to reconcile net loss to cash used in operating activities: Stock issued for services 55,000 Changes in: Inventory ( 9,815) Prepaid rent ( 333) Deposit ( 1,000) -------- NET CASH USED IN OPERATING ACTIVITIES (24,752) CASH FLOWS FROM FINANCING ACTIVITIES Sale of stock 45,050 -------- NET CHANGE IN CASH 20,298 Cash balance, beginning 0 -------- Cash balance, ending $ 20,298 ======== SUPPLEMENTAL DISCLOSURES: Interest paid $ 0 Income taxes paid 0
See accompanying summary of accounting policies and notes to financial statements. F-5 CI SELL CARS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business. CI Sell Cars Inc.'s ("CI") founder developed a website and operated as a sole proprietor from September 6, 2002 (inception) through December 13, 2002, with the purpose of buying and selling used cars. CI was incorporated in Texas on December 13, 2002. CI's fiscal year end is April 30th. Cash and Cash Equivalents. For purposes of the statement of cash flows, CI considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the income statement. Actual results could differ from those estimates. Revenue recognition. CI recognizes revenue when the earnings process is complete, generally either at the time of sale to a customer or upon delivery to a customer. CI does not offer any warranties and accepts no returns when cars are sold. Income taxes. CI recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. CI provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Stock options and warrants. CI accounts for stock options and warrants issued to employees under the intrinsic value method. Under this method, CI recognizes no compensation expense for stock options or warrants granted when the number of underlying shares is known and exercise price of the option or warrant is greater than or equal to the fair market value of the stock on the date of grant. Fair value is used for options and warrants issued to non-employees as compensation. There were no stock options or warrants outstanding as of April 30, 2003. Recently issued accounting pronouncements. CI does not expect the adoption of recently issued accounting pronouncements to have a significant impact on CI results of operations, financial position or cash flow. Inventory. Inventory is comprised of vehicles held for sale or for reconditioning and is stated at the lower of cost or market. Vehicle inventory cost is determined by specific identification. Parts and labor used to recondition vehicles, as well as transportation and other incremental expenses associated with acquiring and reconditioning vehicles, are included in inventory. F-6 NOTE 2 - COMMON STOCK CI's founder contributed $5,000, developed a website and operated as a sole proprietor from September 6, 2002 (inception) through December 13, 2002. On December 13, 2002, at Corporate inception, CI's founder contributed the website in exchange for 10,000,000 shares of CI stock valued at $.001 per share, or $10,000. The $10,000 website valuation is an estimate of the cost if the website were built by an outside contractor. In October 2002, CI sold 1,200,000 shares of common stock to an individual at $.0025 per share for $3,000. In November 2002, CI sold 500,000 shares of common stock to an individual at $.004 per share for $2,000. In February 2003, CI sold 5,000,000 shares of common stock to individuals at $.005 per share for $25,000. In March 2003, CI issued 9,000,000 shares of stock to its founder for services valued at $.005 per share, or $45,000. In March 2003, CI sold 1,000,000 shares of common stock to its founder at $.005 per share for $5,000. In April 2003, CI sold 50,500 shares of common stock to individuals at $.10 per share for $5,050. NOTE 3 - INCOME TAXES Deferred tax assets $ 2,000 Less: valuation allowance (2,000) -------- Net deferred taxes $ 0 ======== CI has net operating loss of approximately $14,000 as of April 30, 2003 which can be carried forward 20 years. NOTE 4 - COMMITMENTS CI leases their office from a shareholder for $1,000 per year or $83 per month due in equal installments at the beginning of each month. The lease expires August 31, 2004. At the end of the lease term, CI has the option to renew the lease for $500 per year for two years. CI paid the first year in full and as of April 30, 2003 had four months of prepaid rent totaling $333. Rent expense for fiscal 2003 was $667. Future minimum lease payments under the lease are $667 and $333 in fiscal 2004 and 2005, respectively. F-7 NOTE 5 - MAJOR CUSTOMERS AND VENDORS There were no major customers or vendors from inception through April 30, 2003. NOTE 6 - SUBSEQUENT EVENTS In May 2003, CI sold 50,500 shares of common stock to individuals at $.10 per share for $5,050. F-8 CI SELL CARS, INC.. 6,801,000 Shares Common Stock PROSPECTUS YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. JUNE , 2003 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. Section __ of the General Corporation Law of Texas provides that directors, officers, employees or agents of Texas corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section __ also provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by them in connection with a derivative suit brought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation. Our Certificate of Incorporation provides that we shall indemnify any and all persons whom we shall have power to indemnify to the fullest extent permitted by the Texas Corporate Law. Article VII of our by-laws provides that we shall indemnify our authorized representatives to the fullest extent permitted by the Texas Law. Our by-laws also permit us to purchase insurance on behalf of any such person against any liability asserted against such person and incurred by such person in any capacity, or out of such person's status as such, whether or not we would have the power to indemnify such person against such liability under the foregoing provision of the by-laws. II-1 Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders. Securities and Exchange Commission registration fee $ 100 Legal fees and expenses (1) $ 15,000 Accounting fees and expenses (1) $ 10,000 Miscellaneous (1) $ - Total (1) $ 25,100 (1) Estimated. Item 26. RECENT SALES OF UNREGISTERED SECURITIES. CI Sell Cars, Inc. was incorporated in the State of Texas on December 13, 2002. In September 2002, Curtis Hunsinger contributed $5,000 to cover start up costs. Upon our incorporation, 10,000,000 founder shares of our common stock were issued to Curtis Hunsinger for contribution of the website valued at $10,000. The $10,000 website valuation is an estimate of the cost if the website were built by an outside contractor. Such shares were issued to Mr. Hunsinger in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). In March 2003, 9,000,000 shares of common stock were issued to Curtis Hunsinger for services valued at $45,000 and 1,000,000 shares of common stock were sold to Mr. Hunsinger for $5,000. Such shares were issued to Mr. Hunsinger in reliance on the exemption under Section 4(2) of the Securities Act of 1933. Between October 2002 and March 2003, we sold a total of 6,700,000 shares of our common stock to eleven shareholders at a price of $.005 per share in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. The following sets forth the identity of the class of persons to whom CI Sell Cars, Inc. sold these shares and the amount of shares for each shareholder: Name # Shares Calynn Brigance 800,000 Jason Cook 500,000 Joseph Delgado 500,000 Flex Financial Group Inc. 500,000 Mark Ford 300,000 Larry Gaskin, Jr 300,000 Charles C. Hunsinger 1,000,000 Tanya Orena 500,000 Ruth Shepley 1,200,000 Irene Smith 500,000 Reginald C. Whitfield 600,000 II-2 The shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us not involving a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which it sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction. In April and May, 2003, we completed a Regulation D, Rule 506 Offering in which we issued a total of 101,000 shares of our common stock at a price of $.10 per share to 34 shareholders for an aggregate offering price of $10,100. These shareholders also entered into a registration rights agreement with us pursuant to which these shareholders received demand registration rights whereby we agreed to register the common shares purchased in this offering within one year from the date of issuance of such shares. In addition, pursuant to such agreement, these shareholders received piggyback registration rights for their common shares. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder: Name # Shares Audrey Blythe 3,500 Faye Boyce 1,500 Glenda Brigance 3,500 Allison Broadus 3,500 Cheryl Clark 1,000 Eileen Cook 3,500 Robert Cook 3,500 Nathan Gain 2,000 David Gregory 2,000 Danielle Greiner 3,500 Don Harris 1,500 Kathy Hemby 15,000 Houston Vehicles Unlimited Inc. 3,500 Drew Johnson 1,000 Nichol Johnson 1,000 J. Douglas Laughlin 1,500 Joelyn S. Laughlin 2,500 Jane Martin 10,000 Micah Martin 2,000 Donald C. May 2,500 II-3 Sawitree Monrungsri 2,000 Alex J. Philips 2,000 Sarah Philips 2,000 Yolanda Pilson 1,500 Maria Raggio 3,500 Reagan Realy 2,000 Jorge Rodriquez 1,000 Anabella Smith 3,500 Chasity Tejada 2,000 Freda Thompson 7,500 Sherri Treichel 3,500 Teresa Yank 1,500 Erica Zavala 1,000 The Common Stock issued in our Regulation D, Rule 506 offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 564 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. ss.230.506: (A) No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares. (B) At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an "investment company" within the meaning of the federal securities laws. (C) Neither us, nor any predecessor of ours, nor any director of us, nor any beneficial owner of 10% or more of any class of the our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security. (D) The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states. (E) None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities. Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in February 2002 were restricted in accordance with Rule 144 of the Securities Act of 1933. We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities. II-4 Item 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits: The following exhibits are filed as part of this registration statement: EXHIBIT DESCRIPTION 3.1 Certificate of Incorporation of CI Sell Cars, Inc. 3.3 By-laws of CI Sell Cars, Inc. 5.1 Opinion of Anslow & Jaclin LLP 7.1 Consent of Malone & Bailey, LLP 23.2 Consent of Anslow & Jaclin LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on page II-6 of the registration statement) Item 28. UNDERTAKINGS. (A) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement; and (iii)Include any 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. II-5 (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 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. (B) Undertaking Required by Regulation S-B, Item 512(e). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that 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. (C) Undertaking Required by Regulation S-B, Item 512(f) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spring, State of Texas, on the 30th day of June, 2003. CI SELL CARS, INC. By: /s/ Curtis Hunsinger ---------------------------------- Curtis Hunsinger President and Secretary II-6 POWER OF ATTORNEY The undersigned directors and officers of CI SELL CARS, INC. hereby constitute and appoint Curtis Hunsinger, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Curtis Hunsinger President June 30, 2003 - ------------------------------ Secretary and Director Curtis Hunsinger II-7 EX-3.(I) 3 fsb2ex31_cisellcars.txt ARTICLES OF INCORPORATION Form 201 This space reserved for office use. (revised 6/01) Articles of Incorporation Pursuant to Article 3.02 Texas Business Corporation Act Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300 Article 1 - Corporate Name The name of the corporation is as set forth below: CI SELL CARS, INC. The name must contain the word "corporation," "company," "incorporated," or an abbreviation of one of these terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended. Article 2 - Registered Agent and Registered Office (Select and complete either A or B and complete C) [ ] A. The initial registered agent is a corporation (cannot be corporation named above) by the name of: OR [X] B. The initial registered agent is an individual resident of the state whose name is set forth below: First Name M.I. Last Name Suffix CURTIS HUNSINGER C. The business address of the registered agent and the registered office address is: Street Address City TX Zip Code 25402 CHAPEL RIDGE SPRING 77373 Article 3 - Directors The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below: Director 1: First Name M.I. Last Name Suffix CURTIS HUNSINGER Street Address City State Zip Code 25402 CHAPEL RIDGE SPRING TEXAS 77373 Director 2: First Name M.I. Last Name Suffix Street Address City State Zip Code Director 3: First Name M.I. Last Name Suffix Street Address City State Zip Code Article 4 - Authorized Shares [X] A. The total number of shares the corporation is authorized to issue is 110,000,000 and the par value of each of the authorized shares is $.001 OR (You must select and complete either option A or option B, do not select both.) [ ] B. The total number of shares the corporation is authorized to issue is and the shares shall have no par value. If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form. Article 5 - Initial Capitalization The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000). Article 6 - Duration The period of duration is perpetual. Article 7 - Purpose The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. Supplemental Provisions/Information Text Area TOTAL AUTHORIZED IS 110,000,000 COMMON IS 100,000,000 PAR VALUE .001 PREFERRED IS 10,000,000 PAR VALUE .001 [The attached addendum are incorporated herein by reference.] Incorporator The name and address of the incorporator is set forth below. Name: Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company Street Address City State Zip Code 830 Bear Tavern Road West Trenton New Jersey 08628 Effective Date of Filing [X] This document will become effective when the document is filed by the secretary of state. OR [ ] This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is Execution The undersigned incorporator signs these articles of incorporation subject to the penalties imposed by law for the submission of a false or fraudulent document. /s/ Joanne Wassey - ----------------- Signature of incorporator EX-3.(II) 4 fsb2ex32_cisellcars.txt BYLAWS BYLAWS OF CI SELL CARS, INC. (a Texas corporation) ARTICLE I --------- SHAREHOLDERS ------------ 1. SHARE CERTIFICATES. Certificates representing shares of the corporation shall set forth thereon the statements prescribed by Articles 2.19 and 2.22 of the Texas Business Corporation Act and by any other applicable pro-vision of law, including any limitation or denial of preemptive rights, which shall be signed by the President or a Vice-President of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of any such officers upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance. No certificate shall be issued for any share until the consideration therefor has been fully paid. 2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corpora-tion may issue fractions of a share, arrange for the disposition of fractional interests by those entitled thereto, pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall, but scrip shall not, unless otherwise provided there-in, entitle the holder to exercise voting rights, to receive div-idends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip, or subject to any other conditions which the Board of Directors may determine advisable. 3. SHARE TRANSFERS. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the Articles of Incorporation, these Bylaws, or any written agreement in respect thereof, and, in accordance with the provisions of Articles 2.19 and 2.22 of the Texas Business Corporation Act, transfers of shares of the corporation shall be made only on the share transfer records of the corporation by the registered hold-er thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law, the person in whose name shares stand on the share transfer records of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the corporation, shall be so expressed in the entry of transfer. 4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or en-titled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors of the corporation may provide that the share transfer records shall be closed for a stated period not to exceed, in any case, sixty days. If the share transfer records shall be closed for the purpose of determining the shareholders entitled to notice of or to vote at a meeting of shareholders, such share transfer records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the share transfer records are not closed and no record date is fixed for the de-termination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of share-holders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of share transfer records and the stated period of closing has expired. Unless a record date shall have previously been fixed or determined pursuant to this section, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Texas Business Corporation Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation as provided in Section A of Article 9.10 of the Texas Business Corporation Act or an officer or agent of the corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the corporation's principal place of business shall be addressed to the president or the principal executive officer of the corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Texas Business Corporation Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action. 5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the Texas Business Corporation Act confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder. 6. SHAREHOLDER MEETINGS. - TIME. The annual meeting shall be held on the date fixed from time to time by the Board of Directors; provided that any such date shall not be more than thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date fixed by the directors except when the Texas Business Corporation Act confers the right to call a special meeting upon the share-holders. - PLACE. Annual meetings and special meetings shall be held at such place within or without the State of Texas as shall be fixed from time to time by the Board of Directors. In the event of failure of the Board of Directors to fix such place, any such meeting shall be held at the registered office of the corporation in Texas. - CALL. Annual meetings may be called by the directors or the President or by any officer instructed by the directors or the President to call the meeting. Special meetings may be called in like manner or by any other person or persons authorized to do so by the provisions of the Texas Business Corporation Act. - NOTICE OR WAIVER OF NOTICE. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days (or not less than any such other minimum period of days as may be prescribed by the Texas Business Corporation Act) nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder. The notice of any annual meeting shall also contain a statement of the purpose or purposes thereof whenever the Texas Business Corporation Act shall require such statement. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents pre-scribed by the Texas Business Corporation Act. Whenever any notice is required to be given to any share-holder, a waiver thereof in writing signed by any such shareholder, whether before or after the time stated there-in, shall be the equivalent to giving such notice. Notice need not be given to a shareholder in circumstances in which the Texas Business Corporation Act authorizes the omission of such notice. - VOTING LIST. The officer or agent having charge of the share transfer records for shares of the corporation shall make, at least ten days before each meeting of share-holders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each. The list shall be kept on file at the registered office or principal place of business of the corporation in the State of Texas for a period of at least ten days prior to the meeting and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer records or to vote at any meeting of shareholders. - CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. - PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether for the purposes of determining his presence at a meeting, or whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting, or otherwise. Every proxy shall be executed in writing by the shareholder. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. - INSPECTORS - APPOINTMENT. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares rep-resented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. - QUORUM. With respect to any meeting of shareholders, a quorum shall be present for any matter to be presented at that meeting if the holders of a majority of the shares entitled to vote at the meeting are represented at the meeting in person or by proxy. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. The shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting. - VOTING. Shareholders shall not be entitled to cumulate their votes in the election of directors. In the election of directors, a plurality of the votes cast shall elect. Except as the Texas Business Corporation Act, the Articles of Incorporation, or these Bylaws may otherwise provide, the affirmative vote of the holders of a majority of the shares entitled to vote on and that voted for or against or expressly abstained with respect to that matter at a meeting of shareholders at which quorum is present shall be the act of the shareholders. 7. INFORMAL ACTION. Any action required by the Texas Business Corporation Act to be taken at a meeting of shareholders, and any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote pursuant to the provisions of Article 9.10 of the Texas Business Corporation Act. Subject to the provisions required or permitted by the Texas Business Corporation Act for notice of meetings, shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE II ---------- BOARD OF DIRECTORS ------------------ 1. FUNCTIONS GENERALLY. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, a Board of Directors. 2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a citizen of the United States, or a resident of the State of Texas. The initial Board of Directors shall consist of one person, which is the number of directors fixed in the Articles of Incorporation, and which shall be the fixed number of directors until changed. The number of directors may be increased or decreased by an amendment to these Bylaws or by other action of the directors or the shareholders, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The number of directors shall never be less than one. The full Board of Directors shall consist of the number of directors fixed herein. 3. ELECTION AND TERM. The initial Board of Directors shall consist of the directors named in the Articles of Incorporation and shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of shareholders and until their successors have been elected and qualified. In the interim between annual meetings of share-holders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from the removal of directors by the shareholders but which are not filled by said shareholders, may be filled by the affirmative vote of a majority of the remain-ing directors, although less than a quorum exists. Subject to any limitations imposed by Article 2.34 of the Texas Business Corporation Act, any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. 4. MEETINGS. - TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elec-ted Board shall be held as soon after its election as the di-rectors may conveniently assemble. - PLACE. Meetings shall be held at such place within or without the State of Texas as shall be fixed by the Board. - CALL. No call shall be required for regular meet-ings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office. - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meet-ings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where the director at-tends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. - QUORUM AND ACTION. A majority of the full Board of Directors shall constitute a quorum unless a different number or portion is required by law. Except as herein otherwise provided, and except as may be otherwise provided by law, the Articles of Incorporation, or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be presided over by the following persons in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or any other director chosen by the Board. 5. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office in conformance with the provisions of Article 2.32 of the Texas Business Corporation Act. 6. COMMITTEES. The Board of Directors, may, by resolution adopted by a majority of the full Board, designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors except such authority as may not be delegated under the Texas Business Corporation Act. 7. INFORMAL ACTION. Any action required or permitted to be taken at a meeting of directors or of any committee, if any, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors or committee, as the case may be. Subject to the provisions required or permitted by the Texas Business Corporation Act for notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE III ----------- OFFICERS -------- The corporation shall have a President and a Secretary, each of whom shall be elected by the Board of Directors at such time and in such manner as the Board may deem appropriate. The corporation may have such other officers, including assistant officers, and agents as may be deemed necessary, each or any of whom may be elected or appointed by the directors or may be chosen in such manner as the directors shall determine. Any two or more offices may be held by the same person. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected and qualified. The officers and agents of the corporation shall have the authority and perform the duties in the management of the corporation as determined by the resolution electing or appointing them, as the case may be. The Board of Directors may remove any officer or agent whenever in its judgment the best interests of the corporation will be served thereby. ARTICLE IV ---------- REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD ------------------------------------------------- The address of the initial registered office of the corporation and the name of the initial registered agent of the corporation are set forth in the original Articles of Incorporation. The corporation shall keep at its registered office in the State of Texas or at its principal place of business, or at the office of its transfer agent or registrar, if any, a record of its shareholders, as prescribed by Article 2.44 of the Texas Business Corporation Act and shall keep on file at said registered office the voting list of shareholders for a period of at least ten days prior to any meeting of share-holders. ARTICLE V --------- CORPORATE SEAL -------------- The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law require. ARTICLE VI ---------- FISCAL YEAR ----------- The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors. ARTICLE VII ----------- CONTROL OVER BYLAWS ------------------- After the adoption of the initial Bylaws by the initial Board of Directors, the Board of Directors may amend or repeal the Bylaws or adopt new Bylaws except as otherwise provided by Article 2.23 of the Texas Business Corporation Act or any other applicable provision of law. I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of CI Sell Cars, Inc., a corporation of the State of Texas, as in effect on the date hereof. WITNESS my hand and the seal of the corporation. Dated: December13, 2003 /s/ Curtis Hunsinger Curtis Hunsinger Secretary of CI Sell Cars, Inc. EX-5 5 fsb2ex5_cisellcars.htm OPINION OF ANSLOW & JACLIN, LLP

ANSLOW & JACLIN, LLP
                    Counselors at Law

 RICHARD I. ANSLOW
Admitted in NJ, NY, DC
E-Mail: Ranslow@anslowlaw.com

GREGG E. JACLIN
Admitted in NJ, NY
E.Mail: Gjaclin@anslowlaw.com

ROSS A. GOLDSTEIN
Admitted in NJ, NY
E-Mail: Rgoldstein@anslowlaw.com
Website: www.anslowlaw.com
E-Mail: Firm@anslowlaw.com


June 27, 2003

CI Sell Cars, Inc.
309A East Main Street
Tomball, Texas     77375

Gentlemen:

                You have requested our opinion, as counsel for CI Sell Cars, Inc. a Texas corporation (the “Company”), in connection with the registration statement on Form SB-2 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), being filed by the Company with the Securities and Exchange Commission.

                The Registration Statement relates to an offering of 6,801,000 shares of the Company’s common stock.

                We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock, when issued, delivered, and paid for, will be fully paid validly issued and non-assessable.

                No opinion is expressed herein as to any laws other than the State of Texas of the United States.

                We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP



By:    /s/   Gregg E. Jaclin
GREGG E. JACLIN









4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728   Tel:  (732) 409-1212  Fax: (732) 577-1188

EX-23 6 fsb2ex23_cisellcars.txt CONSENT OF ACCOUNTANT Consent of Independent Auditors ------------------------------- To the Board of Directors CI Sell Cars, Inc. Tomball, Texas We hereby consent to the incorporation in this Form SB-2 Registration Statement of our report dated May 6, 2003 relating to the financial statements of CI Sell Cars, Inc. for the period from September 6, 2002 (Inception) through April 30, 2003. June 27, 2003 Malone & Bailey, PLLC www.malone-bailey.com Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----