-----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, OA1CQ2vCoqTMZY18NWbNgR8+NE4wqIpnkbYQ4kI49HgNVp5ZjK15tf19P0a2CP4N g4adTSdI1TACs4xpglPR5Q== 0001093287-05-000078.txt : 20050425 0001093287-05-000078.hdr.sgml : 20050425 20050425165045 ACCESSION NUMBER: 0001093287-05-000078 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Milk Bottle Cards Inc. CENTRAL INDEX KEY: 0001321516 IRS NUMBER: 201903454 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124304 FILM NUMBER: 05770546 BUSINESS ADDRESS: STREET 1: 2032 WEST 1ST AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6J 1G8 BUSINESS PHONE: 604-733-6195 MAIL ADDRESS: STREET 1: 2032 WEST 1ST AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6J 1G8 SB-2 1 mbc-sb2.txt FORM SB-2 REGISTRATION STATEMENT SEC FILE NO: U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILK BOTTLE CARDS INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 2771 20-1904354 --------------------------- --------------- ------------- (State or other jurisdiction (Primary Standard (IRS Employer of incorporation or Industrial Identification No.) organization) Classification Code Number) 127 East 18th Ave., Vancouver British Columbia, Canada, V5V 1E4 Telephone 604 733 6194 Fax 604 733 6195 ---------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Michael M. Kessler, Esq. Lewis, Kessler & Kelsch 3406 American River Drive Sacramento, California 95864 Telephone: (916) 239-4000 Fax: (916) 239-4008 -------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. CALCULATION OF REGISTRATION FEE ------------------------------- Proposed Proposed Offering Maximum Amount of Title of Amount Price Aggregate Registration each Class to be per Share Offering Fee (1) of Securities Registered (4) Amount to be Registered(2)(3) - ----------------------------------------------------------------------- Common Stock 1,000,000 $ .025 $25,000 $ 3.17 - ----------------------------------------------------------------------- (1) The registration fee has been paid via Fedwire in connection with this registration. (2) We intend to offer, on a best efforts basis, 1,000,000 shares of our common stock (the "Shares"). In the event we do not raise the proceeds before the expiration date of the offering, all funds raised will be returned promptly to the subscribers without deductions or interest. (3) This is an initial offering and no current trading market exists for our common stock. The average price paid for the currently issued and outstanding common stock was $.005 per share. (4) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c). 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 Securities and Exchange Commission, acting pursuant to such section 8(a), may determine. 2 PROSPECTUS Milk Bottle Cards Inc. 1,000,000 shares of common stock (Offering) $.025 Per Share This is the initial offering of common stock of Milk Bottle Cards Inc. and no public market currently exists for these shares. Milk Bottle Cards Inc. is offering for sale 1,000,000 shares of its common stock on a "self- underwritten" basis, which means our officers and directors will attempt to sell the shares. The shares will be offered at a fixed price of $.025 per share for a period of 180 days from the date of this prospectus, and may be extended by our Board of Directors for an additional 90 days. There is no minimum number of shares required to be purchased. In the event we do not raise the proceeds before the expiration date of the offering, all funds raised will be returned promptly to subscribers without deductions or interest. Milk Bottle Cards Inc. is a development stage, start up company, and any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE "RISK FACTORS" SECTION, BEGINNING ON PAGE 6. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is current or complete. Any representation to the contrary is a criminal offense. - ------------------------------------------------------------------------ Public Underwriting Proceeds to Us Offering or Sales After Completion Price Commissions of the Offering (2) - ------------------------------------------------------------------------ Common Stock (1) Total Offering $.025 0 $ 25,000 - ------------------------------------------------------------------------ (1) As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our shares will ever develop. (2) The proceeds to us are shown before deduction for legal, accounting, printing, and other expenses, estimated at $6,000. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. 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. Subject to Completion, Dated , 2005 3
TABLE OF CONTENTS Page No. SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . . . . . . 5 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 RISKS ASSOCIATED WITH OUR COMPANY. . . . . . . . . . .. . . . . . . 6 RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . .. . . . . . .9 USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . .10 DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . .11 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. . . . . . . . . . .11 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . .12 Terms of the Offering . . . . . . . . . . . . . . . . . . . .13 Procedure for Subscribing . . . . . . . . . . . . . . . . . .13 LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . .. . . . . . 13 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . . 13 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . .15 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . 15 DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . .. . .16 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .. . .17 DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . 18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . 24 Proposed Milestones to Implement Business Operations . . . . .25 DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . 26 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . 26 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . 27 EXPERTS AND LEGAL COUNSEL. . . . . . . . . . . . . . . . . . . . . 29 AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .. . . . . 30 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . 30
DEALER PROSPECTUS DELIVERY OBLIGATION Until ________________________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 4 MILK BOTTLE CARDS INC. 127 East 18th Ave., Vancouver British Columbia, Canada, V5V 1E4 SUMMARY OF PROSPECTUS ===================== General Information about Our Company - ------------------------------------- Milk Bottle Cards Inc. was incorporated in the State of Nevada on November 19, 2004. We were formed to develop and sell greeting cards. We have not generated any revenues to date; we have been issued a "substantial doubt" going concern opinion from our auditors; and our only asset is our cash in the bank, consisting of $9,841, the balance of cash generated from the issuance of shares to our founders. We are planning to develop and sell a collection of greeting cards and if the initial collection is successful and when revenues are sufficient to support expansion, we will expand the collection of cards. Our administrative offices are located at 127 East 18th Ave., Vancouver, British Columbia, Canada, V5V 1E4. This is the home of our President and sole director, Nicole Milkovich and the office is provided to us rent free. Our registered statutory office is located at 711 S. Carson Street, Suite 4, Carson City, Nevada 89701. Our fiscal year end is January 31. The Offering - ------------ Following is a brief summary of this offering. Please see the Plan of Distribution; Terms of the Offering section for a more detailed description of the terms of the offering. Securities Being Offered 1,000,000 shares of common stock, par value $.001. Offering Price per Share $.025 Offering Period The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days. In the event we do not raise the proceeds before the expiration date of the offering, all funds raised will be returned promptly to the subscribers without deductions or interest. Net Proceeds to Our Company $ 19,000 5 Use of Proceeds We intend to use the proceeds to pay for offering expenses and to generally implement our business operations. Number of Shares Outstanding Before the Offering: 2,000,000 Number of Shares Outstanding After the Offering: 3,000,000 Our officers, directors, control persons and affiliates will not purchase any shares in this offering. RISK FACTORS ============= An investment in these securities involves an exceptionally high degree Of risk and is extremely speculative in nature. In addition to the other information regarding our company contained in this prospectus, you should consider many important factors in determining whether to purchase shares. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering. RISKS ASSOCIATED WITH OUR COMPANY: ================================== Since we are a development stage company, have generated no revenues and lack an operating history, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans. - ----------------------------------------------------------------------- Our company was incorporated in November 2004; we have just recently commenced the development of the initial greeting card collection; and we have not yet realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the highly competitive greeting card industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors, including our ability to attract and retain customers for our greeting cards, while keeping costs to a minimum. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our operations or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering. 6 We are totally dependent on the proceeds from this offering to implement our proposed business plans. We do not have any other sources of funding and may be unable to find any such funding, if and when needed, which could severely limit any possible revenues and result in a failure of our business and a total loss of your investment. - ----------------------------------------------------------------------- We are planning to use the proceeds of this offering to complete the design and production of our initial greeting card line. Other than the shares offered by this prospectus, no other source of capital has been identified or sought. We expect expenses for the first year following receipt of the proceeds from this offering to be approximately $23,000, or 92% of the total offering proceeds, which will only allow us to develop our initial collection of cards. There can be no assurance that we will be able to raise additional funding, if we do not generate sufficient revenues, to fully implement our business plans and develop and sell a more expansive collection of greeting cards. Our auditors have expressed substantial doubt as to our ability to continue as a going concern. We cannot predict when or if we will produce revenues, which could result in a total loss of your investment if we are unsuccessful in our business plans. - -------------------------------------------------------------------- We just commenced operations and are developing our initial collection of greeting cards. As such, we have not yet realized any revenues from operations. In order for us to continue with our plans and develop and sell our greeting cards, we must raise our initial capital through this offering. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans. Since our success depends upon the efforts of Nicole Milkovich, the key member of our management, our failure to retain Nicole Milkovich will negatively affect our business, operating results and financial results. - --------------------------------------------------------------------- Our business is greatly dependent on the efforts of our President, Nicole Milkovich. We have no full time employees and only two part-time employees, Nicole Milkovich and Carlos Bolbrugge, our officers and directors, neither of whom are compensated for their services. Our success will also depend in large part upon our ability to attract, develop, motivate and retain highly skilled artistic and technical employees in order to expand our card collection from the initial line. Competition for qualified personnel in this industry is intense and we may not be able to hire or retain qualified personnel, if and when needed. We have not entered into a management agreement with Nicole Milkovich and the loss of her services could have a negative impact on our business operations, operating results and possible revenues. 7 Our officers and director have conflicts of interest in that they have other activities that will prevent them from devoting full-time to our operations, which may slow our operations and as a result may reduce our financial results. - ---------------------------------------------------------------- Our officers and director have conflicts of interest in that they have other activities that will prevent them from devoting full-time to our operations. Nicole Milkovich, our President, Secretary, Chief Financial Officer and sole Director will devote approximately 20 hours per week to our operations. Carlos Bolbrugge, our Vice President of Design, will devote approximately 10 hours per week to our operations. This may negatively affect our operations and reduce or limit our potential revenues and financial results. The greeting card industry is highly competitive and if our collection of cards are not well received and/or successful, we may be unable to generate revenues, which could result in a total loss of your investment. - ----------------------------------------------------------------- The greeting card industry is highly competitive with respect to price and quality of the cards, as well as the accessibility of the cards for consumers and, as a result, there is a high failure rate in the industry. There are numerous well-established competitors, including large international card companies, regional and local card companies possessing substantially greater financial, marketing, personnel and other resources than our company. There can be no assurance that we will be able to respond to all of the competitive factors affecting the card industry and successfully develop a greeting card line that will be well received and profitable. The greeting card industry is generally affected by changes in consumer preferences and national, regional and local economic conditions, as well as demographic trends. If we are unable to successfully produce and market our greeting card line and generate revenues, you could lose any investment you make in our securities. Because we do not currently have any patent or trademark protection for our greeting card line, there is no guarantee that someone else will not duplicate our ideas and bring them to market before we do or make a better product, either of which could severely limit our proposed sales and revenues. - ----------------------------------------------------------------------- We believe our greeting card line will be unique; however, we currently have no patents or trademarks for our designs or brand name. As business is established and operations expand, we may seek such protection; however, we currently have no plans to do so. Despite efforts to protect our proprietary rights, such as our designs and brand name, since we have no patent or trademark rights unauthorized persons may attempt to copy aspects of our business, including our designs, greeting cards and other proprietary information. Any encroachment upon our proprietary information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental 8 effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations. RISKS ASSOCIATED WITH THIS OFFERING: ======================================= Buying low-priced penny stocks is very risky and speculative. - ------------------------------------------------------------ The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this offering in the public markets. Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering. - ------------------------------------------------------------------------- There is presently no demand for our common stock, as our securities are not listed for trading on any public market. While we do intend to apply for quotation in the Over-the-Counter Bulletin Board, we cannot guarantee that our application will be approved or that our securities will be listed and quoted on any public market. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. 9 You will incur immediate and substantial dilution of the price you pay for your shares. - -------------------------------------------------------------------------- Our existing stockholders acquired their shares at a cost substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $.025 you pay for them. Assuming we complete this offering and receive the net proceeds, the net tangible book value of your shares will be $.008 per share, substantially less than what you paid for them. Our officers and directors have voting control of our common stock, which could result in shareholder decisions being made on matters you may not agree with or that may not necessarily be of benefit to you as a shareholder. - ------------------------------------------------------------------------- Because our officers and directors control a large percentage of our common stock, they have the power to control our management and its decisions. Our officers and sole director together own a total of 2,000,000, which will be approximately 67% of our issued and outstanding common stock. As such, in accordance with provisions in our articles of incorporation and bylaws, they are able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. The interests of our officers and directors may not be, at all times, the same as that of our other shareholders. Where those conflicts exist, our shareholders will be dependent upon our officers and directors exercising, in a manner fair to all of our shareholders, their fiduciary duties as officers and directors. Also, these officers and directors will have the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including any possible change in business plans, merger of our company with or into another company, the sale of all or substantially all of our assets and/or amendments to our articles of incorporation, even though none of such events is planned or proposed. USE OF PROCEEDS =============== We have estimated the net proceeds to us from this offering to be $19,000. We expect to disburse these proceeds in the priority set forth below, during the first 12 months after completion of this offering:
Total Proceeds $ 25,000 Less: Estimated Offering Expenses 6,000 --------- Net Proceeds to Us: $ 19,000 --------- Administrative and Office 1,000 Supplies for initial inventory 2,000 Equipment 1,000 Accounting, auditing and Legal 8,000 Advertising and Marketing 5,000 Working Capital 2,000 --------- Total Net Proceeds $ 19,000
10 ========= DETERMINATION OF OFFERING PRICE =============================== The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES ============================================= Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. As of January 31, 2005, the net tangible book value of our shares was $3,966, or approximately $.002 per share, based upon 2,000,000 shares outstanding. Upon completion of this Offering, but without taking into account any change in the net tangible book value after completion of this Offering, other than that resulting from the sale of the Shares and receipt of the net proceeds of $25,000, less offering expenses of $6,000, the net tangible book value of the 3,000,000 shares to be outstanding will be $22,966, or approximately $.008 per Share. The purchasers of Shares in this Offering will incur immediate dilution (a reduction in net tangible book value per share from the offering price of $.025 per Share) of $.017 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.008 per share, 68% less than the $.025 price they paid for their shares. After completion of the sale of the shares in this offering, the new shareholders will own approximately 33% of the total number of shares then outstanding, for which they will have made a cash investment of $25,000, or $.025 per Share. The following table illustrates the per share dilution to new investors and does not give any effect to the results of any operations subsequent to January 31, 2005 or the date of this prospectus:
Public Offering Price per Share $ .025 Net Tangible Book Value prior to this Offering $ .002 Net Tangible Book Value After Offering $ .008 Immediate Dilution per Share to New Investors $ .017 (68%)
11 The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this offering:
Total Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- ---------- ------------- Existing Stockholders $ .005 2,000,000 67% $ 10,000 Investors in This Offering $ .025 1,000,000 33% $ 25,000
PLAN OF DISTRIBUTION -------------------- This is a self-underwritten offering, which means the shares will be sold by our officers and directors; no underwriters will be engaged to sell the shares. This prospectus is part of a registration statement filed with the U.S. Securities and Exchange Commission that permits our officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to them for any shares they sell. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with any broker or dealer. Nicole Milkovich, our President, Secretary, Chief Financial Officer and sole Director; and Carlos Bolbrugge, our Vice President of design, will offer the shares to friends, family members and business acquaintances. The officers and directors will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. a. None of our officers or directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, b. None of our officers or directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and c. None of our officers or directors are, or will be at the time of his participation in the offering, an associated person of a broker-dealer; and 12 d. All of our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) are not brokers or dealers, or been associated persons of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Our officers, directors, control persons and affiliates will not purchase any shares in this offering. Terms of the Offering - --------------------- The Shares will be sold at the fixed price of $.025 per Share until the completion of this offering. There is no minimum amount of subscription required per investor. This offering will commence on the date of this prospectus and continue for a period of 180 days, unless we extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us (the "Expiration Date"). Procedures for Subscribing - -------------------------- If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. All checks for subscriptions should be made payable to Milk Bottle Cards Inc. LEGAL PROCEEDINGS ================== We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ============================================================ Each of our directors is elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees. The name, address, age and position of our officers and directors is set forth below: 13
Name and Address Age Position(s) - ----------------- --- ----------- Nicole Milkovich 32 President, CEO, Secretary, 127 East 18th Ave. Treasurer, CFO, Principal Vancouver, British Columbia Accounting Officer and Canada, V5V 1E4 Director Carlos Bolbrugge 33 Vice President of Design 1553 Woods Drive North Vancouver, BC Canada, V7R 1A8
The persons named above have held their offices/positions since inception of our Company and are expected to hold said offices/positions until the next annual meeting of our stockholders. The officers and directors are our only officers, directors, promoters and control persons. There are no relationships between our officers and directors. Background Information about Our Officers and Directors - ------------------------------------------------------- Nicole Milkovich has been our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and a Director since inception. Nicole graduated from Capilano College in North Vancouver, British Columbia with a Diploma in Studio Art in 1997. In 2000, she obtained her Bachelor of Fine Arts Degree in Visual Art from the Emily Carr Institute of Art and Design. Nicole has worked in the graphic design field since graduation. From November 2000 until the present, Nicole has been employed by Nick Milkovich Architects as a full- time graphic designer, while taking on various graphic design independent contracts outside of the office. In 2001, Nicole was hired by the Architectural Institute of British Columbia to design all print materials for their annual conference, she has held this contract for the past three years. In the past five years, Nicole has had numerous design contracts with companies such as: Eckford & Associates, Landscape Architects; Steelhead Society of British Columbia; MAL Design; Equilibrium Nutrition; Online Canadian Pharmacy; Dilemma Productions; Walk Music; Black Dog Productions; and most recently, the Pacific Salmon Foundation. Nicole Milkovich devotes approximately 20 hours per week to our business. Carlos Bolbrugge has been our Vice-President of Design since inception. Carlos graduated from Capilano College in North Vancouver, British Columbia with a Diploma in Graphic Design and Illustration in 1995. From June 1998 until the present, Carlos has been employed in the film industry, as a full-time graphic designer, while taking on various graphic design independent contracts outside of the film industry. Over the past three years, Carlos has worked with Nicole Milkovich on several design projects for various clients such as: Eckford & Associates, Landscape Architects; Steelhead Society of British Columbia, Dilemma Productions, and Black Dog Productions. Carlos devotes approximately 10 hours per week to our business. 14 EXECUTIVE COMPENSATION ---------------------- Currently, neither of our officers and directors are being compensated for their services; however, they are reimbursed for any out-of-pocket expenses they incur on our behalf. In the future, if and when we become profitable from revenues generated, we may approve payment of salaries for our officers and directors, but currently, no such plans have been a approved. We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees. In addition, none of our officers, directors or employees are party to any employment agreements.
- ------------------------------------------------------------------------ SUMMARY COMPENSATION TABLE - ------------------------------------------------------------------------ Annual Compensation Long-Term Comp. Other Awards Payouts Name and Annual Position(s) Year Salary Bonus Comp. - ------------------------------------------------------------------------ Nicole Milkovich 2004 None None None None None President, CEO, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and Director Carlos Bolbrugge 2004 None None None None None Vice President of Design - ------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ============================================================== The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what such ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares. 15
Name and Address No. of No. of Percentage Beneficial Shares Shares of Ownership Owner Before After Before After Offering Offering Offering Offering - ----------------------- -------- --------------------------------- Nicole Milkovich 2,000,000 2,000,000 100% 67% 127 East 18th Ave. Vancouver, BC Canada, V5V 1E4 Carlos Bolbrugge None None 0% 0% 1553 Woods Drive North Vancouver, BC Canada V7R 1A8 - ------------------------ All Officers and Directors as a Group 2,000,000 2,000,000 100% 67%
Future Sales by Existing Stockholders - ------------------------------------- A total of 2,000,000 shares have been issued to the existing stockholders, all of which are held by our officers and directors and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholders (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our principal stockholder does not have any existing plans to sell her shares at any time after this offering is complete. DESCRIPTION OF SECURITIES ========================= Common Stock - ------------ Our authorized capital stock consists of 100,000,000 shares of common stock, par value $.001 per share. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. 16 Non-cumulative Voting - --------------------- Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, the present stockholders will own approximately 67% of our outstanding shares and the purchasers in this offering will own 33%. Cash Dividends - -------------- As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. INDEMNIFICATION =============== Pursuant to provisions set forth in our Articles of Incorporation and By- Laws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his/her position, if he/she acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged to be liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or control persons in connection with the securities being 17 registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be bound and governed by the final adjudication of such issue. DESCRIPTION OF OUR BUSINESS --------------------------- General Information - ------------------- Milk Bottle Cards Inc. is a development stage company that was incorporated in the State of Nevada on November 19, 2004. We maintain our business office at 127 East 18th Ave., Vancouver, British Columbia, V5V 1E4 Canada, in the home of Nicole Milkovich, our President, which we use on a rent-free basis. We intend to develop a collection of greeting cards for retail and wholesale distribution. We intend to use the net proceeds from this offering to develop our business operations. Background of the Industry of Greeting Cards - -------------------------------------------- The custom of sending greeting cards can be traced back to the ancient Chinese, who exchanged messages of good will to celebrate the New Year, and to the early Egyptians, who conveyed their greetings on papyrus scrolls. Handmade paper greeting cards were being exchanged in Europe sometime in the 13th Century. The Germans are known to have printed New Year's greetings from woodcuts as early as 1400, and handmade paper Valentines were being exchanged in various parts of Europe in the early to mid-1400s. By the 1850s, the greeting card had been transformed from a relatively expensive, handmade and hand-delivered gift to a popular and affordable means of personal communication, due largely to advances in printing and mechanization, as well as the introduction of the postage stamp. Louis Prang, a German immigrant who started a small lithographic business near Boston in 1856, is generally credited with the start of the greeting card industry in America. In 1875, he introduced the first complete line of Christmas cards to the American public but by the 1890s, cheap imitative import cards entered the American market, eventually forcing Prang to abandon his greeting card publishing business. In the early 1900s, the domestic business climate for greeting cards increased and a number of today's leading publishers were founded. Following World War I, new publishers continued to enter the field and increased competition produced important innovations in printing processes, art techniques and decorative treatments for greeting cards. During World War II, the greeting card industry flourished during the war effort, helping the government sell war bonds and providing cards for the soldiers overseas. 18 Since the 1980s, alternative cards - cards not made for a particular holiday or event - gained in popularity. Explosive growth in electronic technology, and the adoption of the Internet, gave birth to the electronic greeting card or "E-card" in the late 1990s. The development of this entirely new medium for card-sending served to further expand the industry, producing new E-card publishers as well as E-greeting card offerings by traditional greeting card publishers. Our Proposed Business - --------------------- We intend to operate our business in a two-pronged manner. We plan to produce quality handmade greeting cards and then sell those products through a variety of distribution channels, both wholesale and retail. We intend to retail our greeting card line through an online store which will be established on our website at www.milkbottlecards.com, at craft shows and at home parties. We will also wholesale our greeting cards to small gift and card stores and flower stores, either by selling direct or by consigning cards to them. Initial Greeting Card Line - -------------------------- Our initial greeting card collection will fall into two categories: (1) everyday greeting cards, including Birthday, Anniversary and Get Well; and (2) seasonal cards, including Christmas, Valentine's Day, Mother's Day and Father's Day. In addition, we will produce hand painted blank greeting cards so the purchaser will be able to customize the card to any occasion. We intend to manufacture our cards in two ways -- Printed and Hand Painted. The printed cards will be printed in our office using an ink-jet printer and sprayed with a sealer to protect the surface. The hand painted cards will be painted on high-quality watercolor paper. We estimate the approximate cost of producing an average card will be $1.00 to $1.40, depending on which technique is used. This cost is expected to drop once we start to purchase supplies in larger quantities. We currently intend to sell our cards to retailers for $2.50 to $3.50, resulting in a retail price to the end consumer of $4.95 to $6.95 each, which is competitively priced within the industry. We will maintain this retail price range of $4.95 to $6.95 per card when selling direct to the consumer through our website, craft shows and through home parties. The cards will be stamped on the back with our company logo and website address to ensure a unique feel of the product and a brand awareness, which we hope will eventually lead customers to our website for repeat sales. The cards will be individually wrapped in cellophane sleeves with coordinating envelopes. Printed Cards will be limited edition printed greeting cards. The technique for these cards will be for the design to be collaged, scanned and then printed in small batches for a series of cards based on the trends of the seasons; utilizing different colors, patterns, textures and themes. 19 Hand Painted Cards will be one-of-a-kind designed cards painted on high quality watercolor paper, with matching envelopes. We will continue to experiment with different card-making techniques and materials, varying the themes, patterns and colors that we feel the public will want to purchase. As new designs are developed, new cards will be added to our collection, while poor selling cards will be eliminated. Market Analysis - --------------- Initially, we will endeavor to sell our greeting cards regionally throughout the Vancouver area of British Columbia, Canada. We will attempt to wholesale and/or consign our line to gift stores, card stores and flower stores. We will attempt to identify distinct establishments for each type that cater to higher income individuals who are interested in buying greeting cards that are hand made, unique in design and that are not mass produced. We believe that there is a growing number of people who enjoy homemade greeting cards and appreciate that they can give these cards to their intended recipients knowing that they are special cards and that the recipient will not be receiving the exact same card from other people. In addition to extensively marketing and establishing a presence in the Vancouver area, we also intend to sell our greeting cards over the Internet, thereby increasing the possibility of expanding our geographic markets throughout North America. As we establish our operations and expand our inventory of initial cards, we intend to expand our geographic coverage for our wholesale business, a well. We may also be able to expand our geographic coverage for certain aspects of our retail sales beyond Internet exposure and sales, such as through gift and home living shows in other regions.. Competition - ----------- Competition for our greeting card collection comes from two distinct groups of producers of greeting cards. The first group are the large multinational corporations who have traditionally mass produced greeting cards for the consumer market and are the leaders in the industry. The second group contains smaller companies focusing on different niche segments within the greeting card market, as well as individuals or small organizations producing small volumes of hand made greeting cards. Our major competitors will be the large multinational greeting card companies, which include Hallmark Cards Inc., American Greetings Corporation, Taylor Corporation, 123greetings.com Inc. and CSS Industries, Inc. These companies tend to mass produce greeting cards for the consumer market and have been quite successful in doing so. In addition to traditional paper based greeting cards, many of these companies have developed divisions that provide online greeting cards, wedding invitations, birth announcements, etc., as well as different seasonal offerings that might include gift wrap, ribbons and bows. These companies have extensive resources for development, manufacturing, marketing, distribution and sales of their greeting card collections and associated product offerings. While these multinationals mass produce and distribute their cards throughout North America, we believe that there is still room in the industry to target market those consumers who do not want mass produced greeting cards, but would rather have a more unique and hand made greeting card. 20 There are also a large number of individuals and small organizations producing small volumes of hand made greeting cards for distribution and sale to specialty shops, including card and gift shops, flower shops as well as through the Internet. There are no significant barriers to entry into the greeting card industry, virtually any motivated individual could commence a business and start designing, manufacturing and selling greeting cards immediately. We feel that we can successfully compete in this small, handmade segment of the industry quite effectively with our unique, handmade card designs and verses. We believe that the key factors for our success will be to design a unique and appealing collection of greeting cards, utilize quality paper and competitive pricing. We also intend to focus on selling our greeting cards to markets we will target that specialize in carrying handmade and specialty greeting cards. Establishing the "Milk Bottle Cards" brand name will be essential to the success of our company. We will need to continually reinforce to the consumer that our greeting cards are unique, high quality, of good value and are readily available for purchase. We believe that consumers will develop into repeat customers if we can continue to deliver on these key factors. By aggressively focusing on several different sales channels, we feel that we will be able to build up our brand name, which will assist us in competing in the very competitive greeting card industry. Sales and Distribution Methods - ------------------------------ We plan to market our products both to wholesale and retail distributors in a number of different ways. We initially intend to target and wholesale, or consign, if necessary to familiarize customers with our brand name, to small gift shops, card stores and flower stores. We also plan to retail our products through parties hosted by individuals, at gift and home living shows, and via an online Internet store on our website at www.milkbottlecards.com. We have reserved the domain name and have engaged the services of a website developer to design and host our website. Using direct marketing and sales, we will sell our product to small gift shops, card stores and flower stores. As the market for greeting cards is quite competitive, we feel that we may initially have to offer consignment terms to potential customers. Once we start to establish our brand name, however, and begin generating revenues, we will be in a stronger position and will no longer need to offer consignment terms for our cards. As funds become available, we also plan to generate direct sales at parties hosted by individuals who will receive a 20% commission on all products sold at the party. The host of the party will invite individuals by word of mouth or through invitations, such as has historically been done with Tupperware and MaryKay Cosmetics, as well as many other companies. This method tends to keep costs associated with this form of sale to a minimum. When funds are available and we are ready to expand into this form of marketing and sales, we intend to place ads in local newspapers and handouts. 21 As funds allow, we also plan to attend local gift and home living shows where it we will display and sell our products. This method will also keep sales costs fairly low; however, as there are not that many such shows, the amount of sales from this method is not expected to be significant. We are currently in the process of building our website to host an online store at www.milkbottlecards.com, where our greeting card collection can be viewed, purchased and shipped. Due to the high cost of shipping, we plan to initially only make our products available within North America and there will be a minimum order size of twelve cards. We will develop a user friendly interactive web site where consumers can view the greeting cards, order the cards and provide shipping information. As Internet usage continues to grow and online purchases become much more commonplace, it is expected that we will incorporate online credit card purchases and Internet sales will become an inexpensive and effective way for us to sell our greeting cards. We intend to use our website as not only an online store, but a marketing tool as well. The website will contain pictures and information about all of our greeting cards. We will attempt to strategically place the website on many different and popular search engines. We will attempt to drive traffic to our website using direct email marketing campaigns, starting with friends, family and business associates. Our greeting cards will be wrapped in clear plastic covers and stickers with Milk Bottle Cards used to seal them. This will continue to reinforce the Milk Bottle Cards brand name and be consistent with the website. Suppliers and Raw Materials - --------------------------- We currently purchase our supplies from two primary sources: Printing Ink, of Vancouver, British Columbia, and Opus Framing of Vancouver, British Columbia. We do not have any written contracts with these suppliers yet and are on a cash purchase basis at this time. Once our business is established and our inventory increases, we intend to shop for better prices based on larger lot purchases of paper and inks used in our card making process. All of the materials and supplies used in our card making process are readily available from many different suppliers and, if and when necessary, we will be able to substitute our current suppliers if certain supplies we need are unavailable or if we are able to obtain better quality and better prices for the supplies we use. Equipment - --------- Ms. Nicole Milkovich, an officer and director, currently provides the usage of computer and technical equipment for the development and manufacturing of the greeting card collection, on a rent-free basis. This equipment consists of an Apple Macintosh PowerBook G4 computer, an Epson Ink Jet printer and an Agfa scanner. We anticipate that this equipment will be sufficient to develop our business operations into the foreseeable future; however, if there is high initial demand for our greeting cards, we will require an additional printer. We estimate that we can purchase an additional printer for approximately $300. We are responsible for 22 purchasing all the assorted inks, paper and supplies associated with the development of the greeting cards and reimburse Mr. Milkovich for such costs and expenses incurred on our behalf. Patents and Trademarks - ---------------------- We do not currently have any patent or trademark protection. If we determine it is feasible to file for such trademark protection, we still have no assurance that doing so will prevent competitors from using the same or similar names, marks, concepts or appearance. Government and Industry Regulation - ---------------------------------- Regulation of Internet - Websites are not currently subject to direct federal laws or regulations applicable to access, content or commerce on the Internet. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet covering issues such as: * user privacy * freedom of expression * pricing * content and quality of products and services * taxation * advertising * intellectual property rights * information security The adoption of any such laws or regulations might decrease the rate of growth of Internet use, which in turn could decrease the demand for our services, increase the cost of doing business or in some other manner have a negative impact on our business, financial condition and operating results. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. We will abide by all copyright laws and will ensure that any copyrighted information that is provided on our website or included in any or our greeting card offerings has received approval from the source of the copyright information. When using the information provided or refurbished from other sources and to protect us from any potential intellectual property claims, we will endeavor to obtain all necessary consents prior to the use of the sources and will reference the sources to give full credit where it is due. Employees and Employment Agreements - ----------------------------------- At present, we have no employees, other than, Nicole Milkovich and Carlos Bolbrugge, our officers and directors, who will not be compensated for their services until such time as we become profitable. At such time, our 23 Board of Directors will determine the amount of compensation that will be paid to our officers and directors, if any. Ms. Milkovich devotes approximately 20 hours per week of her time to our operations and Mr. Bolbruggee devotes approximately 10 hours per week. Nicole's duties will be to handle our day-to-day operations and Carlos assists Nicole on an as- needed basis. Ms. Milkovich and Mr. Bolbrugge do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available. As and when funds become available, we intend to hire third party independent contractors for development of our website and to host our website, who will be under the supervision of our officers and directors. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ========================================================= We are a start-up, development stage company and have not yet generated or realized any revenues from our business operations. Since inception, we have incurred net losses of $6,034. The following table provides selected financial data about our company for the period from November 19, 2004, the date of incorporation, through January 31, 2005. For detailed financial information, see the audited Financial Statements included in this prospectus.
Balance Sheet Data:. 1/31/05 ------------------ ------- Cash $ 9,841 Total assets $ 9,841 Total liabilities $ 5,875 Stockholders' equity $ 3,966
Our estimated expenses for the next twelve months of operations are as outlined below: Administrative and Office 1,000 Supplies for initial inventory 2,000 Equipment 1,000 Accounting and Legal 8,000 Advertising and Marketing 5,000 Working Capital 2,000 Other than the shares offered by this prospectus, no other source of capital has been has been identified or sought. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so. 24 Plan of Operation - ----------------- Proposed Milestones to Implement Business Operations: - ---------------------------------------------------- In order to become fully operational and profitable, we will need to achieve each of the milestones outlined below: - - Develop and launch our website at www.milkbottlecards.com. We have verbally engaged Gary Baerg at Nucleus Networks (1932 West First Ave, Vancouver, BC) to design, develop and launch our website for $250. In addition, Mr. Baerg has been engaged to host the website until December 31, 2005 for $50. There are no written agreements between us and Mr. Baerg. Nicole and Carlos will work with Mr. Baerg in the artistic layout and functionality of the website. The initial website is scheduled to launch by May 1, 2005. - - Develop marketing materials. All marketing materials will be developed in-house by our officers and directors at no cost to us, other than minimal expense costs of development. The initial marketing materials will be based on the same design concepts used in the website and will consist of logo, letterhead, small point of purchase display materials and corporate stickers used to seal the plastic covers/sleeves used to protect the cards. This marketing material will be developed by May 1, 2005. - - Develop the initial card collection. This initial greeting card collection will consist of samples of both printed and hand painted cards. We plan on initially developing printed cards: Birthday, Anniversary and Get Well cards. In addition, and given the time of the year, we will develop Father's and Mother's day cards. We will also develop some hand painted cards, reflecting spring and summer colors. The initial collection of sample cards is expected to be completed by May 15, 2005. - - Increase our card collection inventory. We will incur expenses associated with the purchase of supplies to expand our card collection. We anticipate we will require a minimal level of supplies including paper, ink, paint, glue, cellophane and stickers to produce our initial collection of cards and to provide a modest level of inventory of finished cards that will be ready for immediate resale. We estimate that we will require approximately 500 finished cards (printed and hand painted) in inventory to begin our initial marketing campaign. We estimate that this initial level of inventory of supplies and finished cards will cost approximately $1,000 and will be completed by May 31, 2005 to coincide with the launch of our website. - - Implement direct sales campaign. As soon an our initial card collection inventory is ready, we intend to implement our direct sales campaign by contacting small gift shops, card stores and flower stores in and around the Vancouver, British Columbia region. We are currently gathering information on potential clients and plan to commence this direct marketing campaign in June 2005; the estimated cost to complete this phase is approximately $500. 25 - - Commence hosting home party sales. Our President anticipates hosting a "Spring into Summer" home party, where she will invite her family, friends and business associates to view and purchase the initial collection of cards, in an effort to introduce them to Milk Bottle Cards and provide them with the opportunity to book and host their own parties. We anticipate hosting our "Spring into Summer" home party sometime in June 2005 and it is anticipated that the cost will be approximately $100. - - Attend gift and home living trade shows. We plan on attending local gift and home living trade shows, as and when financial resources are available. As funds are available, we also plan on attending similar trade show in other regions of Canada and the United States. Until such financial resources area available, we will continue to gather information on these other trade shows and identify and prioritize the different shows that we would like to attend when the resources are available. We will start to gather this information in June 2005 and continue on an ongoing basis to source more current information on other trade shows, as and when it becomes available. - - Continue to expand our greeting card collection and improve our website. We will continue to expand our greeting card collection and as the collection become more extensive, we will also expand our website to accommodate this expected growth. While our initial website will be launched by June 1, 2005, we will continue to enhance the website to make it more user friendly and to display our expanding greeting card collection. This expansion of the greeting card collection and enhancement to the website will commence when financial resources are available will continue through the normal development of our ongoing business operations. DESCRIPTION OF PROPERTY ======================= We do not currently own any property. We operate our business from the home of our President, Nicole Milkovich, on a rent-free basis. It is anticipated this arrangement will remain until we begin generating revenues and our operations expand, at which time we will seek to lease shared office facilities at competitive market rates, on a month-to-month basis. It is our opinion that our current office space will meet our needs for the foreseeable future. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ============================================== We operate our business from the home of our President, Nicole Milkovich, and currently use her computer equipment to produce our greeting cards, on a rent-free basis. 26 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ======================================================== No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board; however, there is no assurance that we will be successful in doing so. Penny Stock Rules - ----------------- The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which: - - - contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; - - - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended; - - - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price; - - - contains a toll-free telephone number for inquiries on disciplinary actions; - - - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and 27 - - - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. Regulation M - ------------ Our officers and directors, who will offer and sell the Shares, are aware that they are required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. As an exception to these rules, an underwriter may engage in transactions effected in accordance with Regulation M that are intended to stabilize, maintain or otherwise affect the price of our common stock. The underwriter may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M. Over-allotments occur when an underwriter sells more shares than it purchases in an offering. In order to cover the resulting short position, the underwriter may exercise the over-allotment option described above. Additionally, an underwriter may engage in syndicate covering transactions. Syndicate covering transactions are bids for or purchases of stock on the open market by the underwriter in order to reduce a short position incurred 28 by the underwriter on behalf of the underwriting syndicate. There is no contractual limit on the size of any syndicate covering transaction. Stabilizing transactions consist of bids or purchases made by an underwriter for the purpose of preventing or slowing a decline in the market price of our securities while the offering is in progress. A penalty bid is an arrangement permitting the underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the common stock originally sold by the underwriter was later repurchased by the underwriter and therefore was not effectively sold to the public by such underwriter. We have not and do not intend to engage the services of an underwriter in connection with the offer and sale of the Shares in this offering. In general, the purchase of a security to stabilize or to reduce a short position could cause the price of the security to be higher than it might otherwise be. Sales of securities by us or even the potential of these sales could have a negative effect on the market price of the shares of common stock offered hereby. Reports - ------- We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. Stock Transfer Agent - -------------------- The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251, telephone (480) 481-3940. EXPERTS AND LEGAL COUNSEL ========================= Our financial statement for the period from November 19, 2004 (inception) to January 31, 2005, included in this prospectus have been audited by Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, #1300 - 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1. We include the financial statements in reliance on the report of Dale Matheson Carr-Hilton LaBonte, given upon their authority as experts in accounting and auditing. The law offices of Lewis Kessler Kelsch, of Sacramento, California has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering. 29 AVAILABLE INFORMATION ====================== We have filed a Registration Statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries the material terms of the referenced contracts, agreements or documents of the company. You may inspect the Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800- SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site. FINANCIAL STATEMENTS ===================== Our fiscal year end is January 31. We intend to provide audited financial statements to our stockholders on an annual basis, as reported on by an Independent Registered Public Accounting firm, in our annual reports. Our audited financial statement for the period from November 19, 2004 (inception) to January 31, 2005, immediately follow. 30 MILK BOTTLE CARDS INC. (A Development Stage Enterprise) FINANCIAL STATEMENTS JANUARY 31, 2005 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BALANCE SHEET STATEMENT OF OPERATIONS STATEMENT OF STOCKHOLDERS' EQUITY STATEMENT OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS 31 DALE MATHESON Partnership Of: CARR-HILTON LABONTE Robert J. Burkart, Inc. James F. Carr-Hilton, Ltd. - --------------------- Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Robert J. Matheson, Inc. Fraser G. Ross,Ltd. Brian A. Shaw, Inc. Anthony L. Soda, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Milk Bottle Cards Inc. We have audited the balance sheet of Milk Bottle Cards Inc. (a development stage enterprise) as at January 31, 2005 and the statements of operations, stockholders' equity and cash flows for the period from November 19, 2004 (inception) to January 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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, these financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2005 and the results of its operations and cash flows and the changes in stockholders' equity for the period from November 19, 2004 (inception) to January 31, 2005 in accordance with generally accepted accounting principles in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is dependent on raising additional capital to fund future operations and anticipates ongoing losses from its planned business operations which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ "Dale Matheson Carr-Hilton LaBonte" Dale Matheson Carr-Hilton LaBonte CHARTERED ACCOUNTANTS Vancouver, B.C. February 28, 2005 32
Milk Bottle Cards Inc. (A Development Stage Enterprise) Balance Sheet January 31, 2005 A S S E T S - ----------- Current Assets - -------------- Cash $ 9,841 ---------- Total Assets $ 9,841 ========== L I A B I L I T I E S - --------------------- Current Liabilities - ------------------- Accounts Payable $ 5,875 ---------- Total Current Liabilities 5,875 ---------- S T O C K H O L D E R S ' E Q U I T Y - ---------------------------------------- Common Stock 100,000,000 authorized common shares, par value $0.001 2,000,000 common shares issued and outstanding 2,000 Additional Paid-in-Capital 8,000 Deficit accumulated during development stage (6,034) ---------- Total Stockholders' Equity 3,966 ---------- Total Liabilities and Stockholders' Equity $ 9,841
Going Concern Contingency (Note 1) The accompanying notes are an integral part of these financial statements. 33
Milk Bottle Cards Inc. (A Development Stage Enterprise) Statement of Operations November 19, 2004 (inception) to January 31, 2005 ----------------- Revenues: - -------- Revenues $ - ------------- Expenses: - -------- General and Administrative Expenses 6,034 ------------- Total Expenses 6,034 ------------- Net Income (Loss) for the period $ (6,034) ============= Basic and Diluted Loss Per Common Share (0.00) ============= Weighted Average number of Common Shares Outstanding 1,729,730 =============
The accompanying notes are an integral part of these financial statements. 34
Milk Bottle Cards Inc. (A Development Stage Enterprise) Statement of Stockholders' Equity For the period from November 19, 2004 (inception) to January 31, 2005 Accumulated Deficit During $0.001 Paid-In Development Stockholders' Shares Par Value Capital Period Equity --------- -------- -------- ------------- ------------ Balance, November 19, 2004 - $ - $ - $ - $ - Shares issued for cash at $0.005 per share-November 29, 2004 2,000,000 2,000 8,000 - 10,000 Net income (loss) for the period from November 19, 2004 (inception) to January 31, 2005 (6,034) (6,034) ----------- -------- -------- ---------- ----------- Balance, January 31, 2005 2,000,000 2,000 8,000 (6,034) 3,966 =========== ======== ======== ========== ===========
The accompanying notes are an integral part of these financial statements. 35
Milk Bottle Cards Inc. (A Development Stage Enterprise) Statement of Cash Flows November 19, 2004 (inception) to January 31, 2005 ----------------- Cash Flows from Operating Activities: - ------------------------------------ Net Loss for the period $ (6,034) Change in non-cash working capital items: Accounts Payable 5,875 ----------- Net Cash Used in Operating Activities (159) ----------- Cash Flows from Financing Activities: - ------------------------------------ Common Stock issued for cash 10,000 ----------- Net Cash Provided by Financing Activities 10,000 ----------- Net Increase in Cash 9,841 Cash, Beginning of Period - ----------- Cash, End of Period $ 9,841 =========== Supplemental Disclosures: - ------------------------ Interest paid $ - =========== Taxes paid $ - ===========
The accompanying notes are an integral part of these financial statements. 36 Milk Bottle Cards Inc. (A Development Stage Enterprise) January 31, 2005 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies - ----------------------------------------------------- Organization - ------------ Milk Bottle Cards Inc. (the "Company") was incorporated under the laws of the State of Nevada on November 19, 2004 for the purpose of producing, distributing and marketing a collection of greeting cards. The Company has a total of 100,000,000 authorized common shares with a par value of $0.001 per share and 2,000,000 common shares issued and outstanding as of January 31, 2005. The Company has been in the initial organization stage since inception and has no business assets nor current operating revenues. The Company's ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company is planning to file a form SB-2 Registration Statement in connection with a planned prospectus offering of up to 1,000,000 shares of the Company's common stock at a price of $0.025 per share for gross proceeds of $25,000. The Company expects to satisfy its cash requirements for the next twelve months with the current cash in the bank, proceeds from the planned offering and advances from the Company's sole director if required. Basis of presentation - --------------------- These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. The Company's year end is January 31, 2005 with its initial period being from November 19, 2004 to January 31, 2005. Development Stage Enterprise - ---------------------------- The Company is a development stage enterprise, as defined in Financial Accounting Standards Board Statement ("SFAS") No. 7. The Company is devoting all of its present efforts to securing and establishing a new business. Its planned principal operations have not commenced and accordingly, no revenue has been derived during the organizational period. 37 Milk Bottle Cards Inc. (A Development Stage Enterprise) January 31, 2005 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies (con't) - ------------------------------------------------------------- Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments - ----------------------------------- In accordance with the requirements of SFAS No. 107, management has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate carrying value due to the short-term maturity of the instruments. Federal Income Tax - ------------------ The Company has adopted the provisions of SFAS No. 109, Accounting for Income Taxes. The Company accounts for income taxes pursuant to the provisions of the Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes", which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Earnings (loss) per Common Share - -------------------------------- The Company has adopted SFAS No. 128, "Earnings Per Share," which simplifies the computation of earnings per share. Basic earnings (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding during the period. Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per share are excluded from the calculation. Diluted loss per share is equal to basic loss per share as there are no dilutive securities outstanding. Stock-Based Compensation - ------------------------ The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. 38 Milk Bottle Cards Inc. (A Development Stage Enterprise) January 31, 2005 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies (con't) - ------------------------------------------------------------ Comprehensive Income - -------------------- SFAS No. 130, "Reporting Comprehensive Income," establishes standards for reporting and presentation of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No.130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is presented with the same prominence as other financial statements. The Company does not have any assets requiring disclosure of comprehensive income. Recent accounting pronouncements - -------------------------------- In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment ("SFAS 123(R)"), which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award. SFAS 123(R) is effective for all interim periods beginning after December 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company's financial condition or results of operations. In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company's financial condition or results of operations. Note 2 - Common Stock - ----------------------- The Company's authorized capitalization is 100,000,000 common shares with a par value of $0.001 per share. To date, the Company has not granted any stock options and has not recorded any stock-based compensation. A total of 2,000,000 shares of the Company's common stock were issued to the founding and sole director of the Company pursuant to a stock subscription agreement at $0.005 per share for total proceeds of $10,000. 39 Milk Bottle Cards Inc. (A Development Stage Enterprise) January 31, 2005 Notes to Financial Statements Note 3 - Related Parties - -------------------------- The Company currently has no significant related party transactions with any related individuals or entities. The Company currently uses office space provided by the director of the Company on a rent-free basis not subject to any formal rental or lease agreement. The Company has determined that the fair value of the office space provided is not significant and accordingly no related rent expense has been recorded in these financial statements. Note 4 - Income Taxes - --------------------- The Company has net operating loss carry-forwards of approximately $6,000 which may be available to offset future taxable income. Due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided for this deferred tax asset. Note 5 - Subsequent Events - ---------------------------- The Company is currently planning to file a form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission to raise up to $25,000 by way of a prospectus offering of 1,000,000 shares of the Company's common stock at a price of $0.025 per share. 40 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ------------------------------------------------ Item 24. Indemnification of directors and officers. - ---------------------------------------------------- Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. As regards indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. Item 25. Other expenses of issuance and distribution. - ------------------------------------------------------ Expenses incurred or (expected) relating to this Prospectus and distribution are as follows: Legal and Professional fees $ 3,500 Accounting 1,900 Transfer Agent fees 500 Printing of Prospectus 100 ---------- TOTAL $ 6,000 To date, we have incurred an accounts payable to our accountant for fees charged to prepare our initial audit. We don't intend to incur any other expenses unless and until we complete this offering and fully commence our business plans. Item 26. Recent sales of unregistered securities. - -------------------------------------------------- Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation were involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities. 41 On November 29, 2004, 2,000,000 shares of common stock were issued to Nicole Milkovich, our President, Secretary, Chief Financial Officer and sole director of Milk Bottle Cards, Inc., as founders' shares, in exchange for $10,000, or $.005 per share, in. These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933. These securities were issued to officers and directors of the company, bear a restrictive legend and were issued to non-US residents. Item 27. Exhibits. - -------------------- Exhibit Index: - -------------
Exhibit Number Description ---------------------------------------------- 3.1 Articles of Incorporation 3.2 Bylaws 5 Opinion re: Legality 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (See Exhibit 5) 99 Form of Subscription Agreement
Item 28. Undertakings - ----------------------- The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) Include any additional or changed material information on the plan of distribution. 42 2. For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering. 3. File a post-effective amendment to remove from registration any of the securities registered which remain unsold at the end of the offering. (d) The undersigned Registrant hereby undertakes to provide to the purchasers in this offering certificates in such denominations and registered in such names as required to permit prompt delivery to each purchaser. (e) Insofar as indemnification for liabilities arising under the Securities Act (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer, or controlling of the small business issuer 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 small business issuer will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue. (f) The undersigned Registrant hereby undertakes that: (1) For determining any liability under the Securities Act, it will treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. (2) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the bona fide offering of those securities. 43 SIGNATURES ---------- In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this prospectus to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Country of Canada. April 10, 2005 Milk Bottle Cards, Inc., Registrant /s/ Nicole Milkovich ----------------------------------- By: Nicole Milkovich, President, CEO, Secretary, Treasurer, CFO, Principal Accounting Officer and Sole Director 44 EX-3.1 2 mbc-articles.txt ARTICLE OF INCORPORATION DEAN HELLER FILE NO. C31197-04 Secretary of State Filed November 19, 2004 206 North Carson Street Carson City, Nevada 89601-4299 (775) 684-5708 Website: secretaryofstate.biz ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation: Milk Bottle Cards Inc. 2. Resident Agent Name and Street Address: Resident Agents of Nevada, Inc., #83364, 711 S. Carson St., Suite 4, Carson City, Nevada 89701. 3. Shares: Number of shares with par value: 100,000,000 common shares, par value $.001 per share. 4. Names and Addresses of Board of Directors: Dwight Alan Teegardin 711 S. Carson Street, Suite 4 Carson City, Nevada 89701 5. Purpose: The purpose of this Corporation shall be: Any legal purpose. 6. Names, Address and Signature of Incorporator: Sandra L. Miller /s/ Sandra L. Miller 711 S. Carson St., Suite 4 Carson City, Nevada 89701 7. Certificate of Acceptance of Appointment of Resident Agent I hereby accept appointment as Resident Agent for the above-named corporation. /s/ Sandra L. Miller Dated: 11/8/04 EX-3.2 3 mbc-bylaws.txt BYLAWS BYLAWS OF MILK BOTTLE CARDS INC. ARTICLE I OFFICES Section 1.01 Location of Offices. The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require. Section 1.02 Principal Office. The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/ Secretary of State of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine. ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be held in November of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or by the Board of Directors, or in their absence or disability, by any vice president, and shall be called by the president or, in his or her absence or disability, by a vice president or by the secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same. Section 2.03 Place of Meetings. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation. Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at 1 least 10 days, but not more than 50 days, prior to the meeting, to each shareholder of record entitled to vote. Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting. Section 2.06 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding 50 days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a 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 dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders. Section 2.07 Voting Lists. The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share transfer book shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders. Section 2.08 Quorum. One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is 2 present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation. If less than one-half of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 2.09 Voting of Shares. Each outstanding share of the corporation entitled to vote shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Articles of Incorporation. Section 2.10 Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon. Section 2.11 Written Consent to Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS Section 3.01 General Powers. The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived 4 from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation. Section 3.02 Number, Term, and Qualifications. The Board of Directors shall consist of one to nine persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation. Section 3.03 Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes. Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution. Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president, vice president, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them. Section 3.06 Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. Section 3.07 Notice. Notice of any special meeting shall be given at least 10 days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. 5 If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.09 Manner of Acting. 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, and the individual directors shall have no power as such. Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed. Section 3.11 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 3.12 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.13 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted. 6 Section 3.14 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee. Section 3.15 Removal. At a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors. ARTICLE IV OFFICERS Section 4.01 Number. The officers of the corporation shall be a president, one or more vice-presidents, as shall be determined by resolution of the Board of Directors, a secretary, a treasurer, and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors may appoint a general manager. Section 4.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director. Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors. Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery. 7 Section 4.05 Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors. Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting. Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties. (a) He or she shall preside at all shareholders' meetings; (b) He or she shall preside at all meetings of the Board of Directors; and (c) He or she shall be a member of the executive committee, if any. Section 4.08 The President. The president shall have the following powers and duties: (a) If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents; (b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors; (c) He or she shall be a member of the executive committee, if any; (d) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.09 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior 8 vice president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. Section 4.10 The Secretary. The secretary shall have the following powers and duties: (a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose; (b) He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute; (c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same; (d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section; (f) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.11 The Treasurer. The treasurer shall have the following powers and duties: (a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation; (b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof; 9 (c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed; (d) He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so; (e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours; (f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and (g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.12 General Manager. The Board of Directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. The general manager, if any shall have the following powers and duties: (a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents: (b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors; (c) Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and (d) He or she shall make a report to the president and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require. Section 4.13 Salaries. The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of 10 Section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation. Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands. ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS Section 5.01 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances. Section 5.02 Loans. No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors. Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine. Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee 11 designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors. Section 5.07 Proxies. Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors. ARTICLE VI CAPITAL SHARES Section 6.01 Share Certificates. Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation. Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or 12 any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof. Section 6.03 Regulations. Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation. Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same. Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares. Section 6.06 Closing of Transfer Books and Fixing of Record Date. (a) The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed 50 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose. (b) In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. 13 (c) If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least 10 days immediately preceding such meeting. Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor. ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 7.01 How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws. 14 Section 7.02 Powers. During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee. Section 7.03 Proceedings. The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following. Section 7.04 Quorum and Manner of Acting. At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the indiviual members thereof shall have no powers as such. Section 7.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery. Section 7.06 Removal. The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause. Section 7.07 Vacancies. If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors. Section 7.08 Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee. 15 ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS Section 8.01 Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Section 8.02 Indemnification: Corporate Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board 16 of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose. Section 8.04 General Indemnification. The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person. Section 8.05 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section. Section 8.06 Scope of Indemnification. The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law. 8.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE X DIVIDENDS The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws. 17 ARTICLE XI AMENDMENTS All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that: (a) No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors. (b) No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided, however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders. CERTIFICATE OF SECRETARY The undersigned does hereby certify that he is the secretary of MILK BOTTLE CARDS INC., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Directors of the corporation and that the above and foregoing Bylaws are now in full force and effect. DATED THIS 23rd day of November, 2005. /s/ Nicole Milkovich, Preident and Secretary EX-5 4 legalopinion.txt LEGAL OPINION AND CONSENT LEWIS KESSLER & KELSCH ------------------------ A Professional Corporation April 18, 2005 Nicole Milkovich, President Milk Bottle Cards, Inc. 2032 West 1st Ave, Vancouver British Columbia, Canada, V6J 1G8 RE: Registration Statement on Form SB-2 Under the Securities Act of 1933 (the "Registration Statement"), of Milk Bottle Cards, Inc., a Nevada corporation (the "Company") Gentlemen: We have acted as special counsel for the Company for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of the 1,000,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company. In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents: 1. Certificate of Incorporation of the Company, as amended to date; 2. Bylaws of the Company, as amended to date; 3. The records of corporate proceedings relating to the issuance of the Shares and authorizing the offering. 4. Such other instruments and documents, if any, as we have believed to necessary for the purpose of rendering the following opinion. In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to us as originals, the conformity to the original instruments of all documents, certificates and records submitted to us as copies, and the authenticity and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, we have relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as we have believed necessary and relevant. 1 We are attorneys licensed to practice in the State of California. We do not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Nevada (the "NVCL"), all applicable provisions of the State of Nevada Constitution and all reported judicial decisions interpreting those laws, as well as U.S. federal securities law. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. Based on the following we are of the following opinion: 1. Milk Bottle Cards, Inc. (the "Company") is a duly and legally organized and existing Nevada State Corporation, with its registered office located in Carson City, Nevada and its principal place of business located at 2032 West 1st Ave, Vancouver, British Columbia, Canada, V6J 1G8. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on November 19, 2004. The Company's existence and form is valid and legal pursuant to the representation above. 2. The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued, it was fully paid for and non-assessable. The Common Stock to be sold under this Form SB-2 Registration Statement is likewise legal under the laws of the State of Nevada. 3. To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the Registration Statement. We know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the Registration Statement. We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the move line up...Registration Statement. 4. The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company. 5. By directors' resolution, the Company has authorized the issuance of 1,000,000 shares of Common Stock for this offering. The Company's Articles of Incorporation presently provide the authority to the Company to issue 100,000,000 shares of Common Stock, $0.001 par value. 2 Based upon the foregoing, we are of the opinion that the Shares being offered for sale and issuable by the Company pursuant to this Registration Statement will be duly authorized and validly issued, fully paid and non-assessable when issued, as contemplated by the Registration Statement. We do hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement. In giving this consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. Yours truly, /s/ Michael M. Kessler LEWIS, KESSLER & KELSCH, a Professional Corporation By: Michael M. Kessler, Esq 3 EX-23 5 cpaconsent.txt CONSENT OF AUDITORS DALE MATHESON Partnership Of: CARR-HILTON LABONTE Robert J. Burkart, Inc. James F. Carr-Hilton, Ltd. - --------------------- Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Robert J. Matheson, Inc. Fraser G. Ross,Ltd. Brian A. Shaw, Inc. Anthony L. Soda, Inc. April 10, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth St. N.W. Washington DC 20549 Re: Milk Bottle Cards Inc.- Form SB-2 Registration Statement Dear Sirs: As independent registered public accountants, we hereby consent to the inclusion or incorporation by reference in this Form SB-2 Registration Statement dated April 10, 2005, of the following: * Our report to the Stockholders and Board of Directors of Milk Bottle Cards Inc. dated February 28, 2005 on the financial statements of the Company as at January 31, 2005 and for the period from November 19, 2004 (inception) to January 31, 2005. In addition, we also consent to the referencce to our firm as experts in accunting and auditing included in this Registration Statement. Yours truly, /s/ Dale Matheson Carr-Hilton LaBonte Dale Matheson Carr-Hilton LaBonte Chartered Accountants Vancouver, British Columbia A Member of MMGI International, A Worldwide Network of Independent Accountants and Business Advisors Vancouver Offices: Suite 1700-1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1, Tel: 604-687-4747 Fax: 604-687-4216 Suite 610-938 Howe Street, Vancouver, B.C., Canada, V6Z 1N9, Tel: 604-682-2778 Fax: 604-689-2778 Surrey Office: Suite 303-7337 137th, Surrey, B.C., Canada, V3W 1A4 Tel: 604-572-4586 Fax 604-572-4587 EX-99 6 ex99stocksub.txt FORM OF STOCK SUBSCRIPTION AGREEMENT STOCK SUBSCRIPTION OFFER MILK BOTTLE CARDS INC. TO: BOARD OF DIRECTORS: 1. Subscription: ____________________________ (the "Undersigned"), whose address is ________________________________________________________, hereby offers to subscribe for __________________________________________ (__________) Shares (the "Shares") of Milk Bottle Cards Inc., a Nevada corporation ("the Company"), whose address is 127 East 18th Ave., Vancouver, British Columbia, Canada, V5V 1E4. The par value of the Common Stock is $.001. The Undersigned agrees to pay $.025 per Share, for an aggregate purchase price of ____________________________________ ($__________), payable in full at the time of subscription. In connection with this investment in the Company, the undersigned hereby represents and warrants as follows: a) Prior to tendering payment for the Shares, I received a copy of and read the Company's Prospectus dated ______________, 2005; and b) I am a resident of the State of ___________or am _____ a non-US resident. Please register the Shares, which I am purchasing in the following name(s): ____________________________________________________________________________ As (check one): __Individual __Tenants in Common __Existing Partnership __Joint Tenants __Corporation __Trust __Minor with adult custodian under the Uniform Gift to Minors Act __IRA For the person(s) who will be registered shareholder(s): ________________________________ ________________________________ Signature of Subscriber Residence Address ________________________________ ________________________________ Name of Subscriber (Printed) City or Town ________________________________ _______________________________ Signature of Co-Subscriber State Zip Code ________________________________ ________________________________ Name of Co-Subscriber (Printed) Telephone ________________________________ ________________________________ Subscriber Tax I.D. or Co-Subscriber Tax I.D. or Social Security Number Social Security Number ACCEPTED BY: MILK BOTTLE CARDS INC. By: _____________________________ Officer Date: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----