-----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, J5DtQnt2Phh2IuUtACB03E6i3DMI/fejHA4yxvO4BypaJwIOcqjUUf64bBWtY0+t 8tiHBwfFaNeLWSNgKSGqfw== 0001140377-01-500075.txt : 20010628 0001140377-01-500075.hdr.sgml : 20010627 ACCESSION NUMBER: 0001140377-01-500075 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20010626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE MANAGERS INC CENTRAL INDEX KEY: 0000741017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870661638 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SB-2/A SEC ACT: SEC FILE NUMBER: 333-51180 FILM NUMBER: 1668094 BUSINESS ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013632656 SB-2/A 1 sb2.txt FORM SB-2/A REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 25, 2001. REGISTRATION NO. U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM SB-2/A-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OFFICE MANAGERS, INC. ---------------------- (Name of Small Business Issuer in its Charter) Nevada -------------- 87-0661638 - -------------------- ---------------------------- ------------------- (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification No.) Incorporation or Organization) 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 (801) 363-2656 --------------------------------------------------------------- (Address and Telephone Number of Registrant's Principal Place of Business) Gateway Enterprises, Inc. 3230 East Flamingo Road, Suite 156, Las Vegas, Nevada 98121 (800) 992-4333 ------------------------------------------------------------- (Name, Address and Telephone Number of Agent for Service) Copies to: Ronald L. Poulton, Esq. Poulton & Yordan 136 East South Temple, Suite 1700-A Salt Lake City, Utah 84111 (801) 355-1341 Approximate Date of Proposed Sale to the Public: As soon as practicable from time to time after this registration statement becomes effective. 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 any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ---------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ---------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Number of Maximum Maximum Securities Securities Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit Price (1) Fee (1) - -------------------------------------------------------------------------- Units 6,000,000 $0.10 $600,000 $158.40 Common Stock 6,000,000 0.10 600,000 included in Unit "A" Warrants 6,000,000 0.00 0 "B" Warrants 6,000,000 0.00 0 Shares of Common Stock 6,000,000(2) 0.50 3,000,000 $792.00 Underlying "A" Warrants Shares of Common Stock 6,000,000(2) 1.20 7,200,000 $1,900.80 Underlying "B" Warrants - -------------------------------------------------------------------------- TOTAL $10,800,000 $2,851.20 - --------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. (2) Shares of common stock issuable by registrant from time to time upon redemption of the warrants. 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine. OFFICE MANAGERS, INC. Minimum/Maximum Offering: 2,000,000 Units/6,000,000 Units Offering Price: $.10 per Unit Office Managers, Inc., offers for sale, on a self underwritten, minimum-maximum basis a minimum of 2,000,000 units and a maximum of 6,000,000 units at a price of $.10 per unit. Each unit consists of one share of common stock, one redeemable A warrant to purchase an additional share of common stock at $.50 within one year, and one redeemable B warrant to purchase an additional share of common stock at $1.20 within five years. Proceeds from the sale of the units will be escrowed in a non-interest bearing account until the minimum number are sold. If the minimum proceeds are not received within 90 days from the date of this prospectus, which can be extended an additional 30 days in our sole discretion, all escrowed funds will be returned to subscribers without interest or deduction. This offering may continue past 120 days only if the minimum number of units have been sold. This offering will end no later than six months from the date of this prospectus, and may be terminated sooner in our sole discretion. INVESTING IN OUR SECURITIES INVOLVES SOME RISK. (SEE "RISK FACTORS," --------------------------------------------------------------------- PAGE 6). THE SECURITIES OFFERED HEREIN SHOULD NOT BE PURCHASED BY ANY - ---------------------------------------------------------------------- INVESTOR WHO CANNOT AFFORD TO SUSTAIN IN THE TOTAL LOSS OF THEIR INVESTMENT. - ---------------------------------------------------------------------------- These securities have not been approved by the Securities and Exchange Commission or any state securities agency nor has the Commission or any agency passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. ---------------- This is our initial public offering. No public market currently exists for our shares, although we intend to apply for listing on the Over-the-Counter Bulletin Board in the future. We know of no market makers for our common stock. The offering price may not reflect the market price of our shares after the offering. The shares will be offered and sold by our officers without any discounts or other commissions. An indeterminate number of shares may be sold through broker/dealers who are members of the National Association of Securities Dealers, and who will be paid a maximum of a 10% commission on the sales they make. We currently have no agreements, arrangements or understandings with any broker/dealers to sell units.
Price to Underwriting Discounts Proceeds to Public and Commissions(1) Company(1)(2) Per Share $.10 $.01 $.09 Total Minimum $200,000 $20,000 $180,000 Total Maximum $600,000 $60,000 $540,000
(1) Represents the maximum underwriting discounts and commissions we will pay if broker/dealers are used to sell the units. We plan to have our officers offer and sell the units. They will receive no discounts or commissions. We do not have any agreements or understandings with any broker/dealers, although we may, at our discretion, retain such to assist in the offer and sell of units. In such event, we will update this prospectus accordingly. (2) Proceeds to us are shown before deducting offering expenses payable by us estimated at $45,000, including legal and accounting fees and printing costs. The date of this Prospectus is ____, 2001. TABLE OF CONTENTS Page Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . . 11 Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Directors, Executive Officers, Promoters and Control Persons . . . . . . . 14 Security Ownership of Certain Beneficial Owners and Management . . . . . . 15 Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . . 16 Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . 18 Disclosure of Commission Position of Indemnification for Securities Act. . 18 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . . 19 Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . 19 Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . 25 Certain Relationships and Related Transactions . . . . . . . . . . . . . . 25 Market for Common Equity and Related Stockholder Matters . . . . . . . . . 26 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 26 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Changes in and Disagreements with Accountants Disclosure . . . . . . . . . 34 PROSPECTUS SUMMARY The following summary is qualified in its entirety by reference to the detailed information and consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. Each prospective investor is urged to read this prospectus in its entirety, and particularly the information set forth in "RISK FACTORS." The Company Office Managers, Inc., intends to create a comprehensive website devoted exclusively to office managers. We will develop a new and innovative site offering valuable services and products that will differentiate us from the many online e-commerce sites selling office products. Our approach will combine traditional professional service referrals, customer service and office products with the cost effective online medium. Our system will include: . A national network of reliable, qualified professional service providers in the areas of credit, collections and financing. . A personalized professional customer service department to interact with, provide referrals to, and address the problems of office managers. . Automated online sales of business products in over ten different categories including, office supplies, computer hardware and software and furniture. . Access to secure current national, international and industry news. . Online advertising. To date, we are still constructing our website and developing our network of professionals. We have not yet received any revenues from our intended operations, nor have we otherwise engaged in any business operations. The Offering Securities Offered: Minimum of 2,000,000 units and a maximum of 6,000,000 units. Each unit consists of one share of common stock, one redeemable "A" warrant to purchase an additional share of common stock for $.50 within one year of the date of issuance and one redeemable "B" warrant to purchase an additional share of common stock for $1.20 within five years of the date of issuance. The common stock sold in the units and the common stock underlying both the "A" and "B" warrants has a par value of $.001. Offering Price: $0.10 per unit. Escrow Agent: Brighton Bank, 311 South State Street, Salt Lake City, Utah 84111. Summary of Selected We are a development stage company, from the date of our inception Financial Data: on September 19, 2000 to April 30, 2001, we have had no revenues or earnings from operations and have a net loss of $5,405. As of April 30, 2001, our financial data is as follows: 5 Total Assets $ 44,195 Total Liabilities $ 3,300 Net Loss $ 5,405 Shareholder Equity $ 40,895 Net Tangible Book Value $ 40,895 Net Tangible Book Value per Share $ .00 RISK FACTORS An investment in the units offered hereby involves a high degree of risk. You should carefully consider the following risk factors in addition to the other information set forth elsewhere in this prospectus, including the Financial Statements and Notes, prior to making an investment in Office Managers. We have no operating history and expect to incur losses for the foreseeable future. We were founded in September 2000, have no operating history and had a net loss of $5,405 from inception to April 30, 2001. We expect to incur losses for the foreseeable future due to additional costs and expenses related to: . the implementation of our business model; . brand development, marketing and other promotional activities; . the development of our service and product offerings; . the continued development of our website, transaction processing systems and network infrastructure; and . the development of strategic relationships Moreover, you should consider our prospects in light of the risks and difficulties frequently encountered by early stage companies. These risks include, but are not limited to, an unpredictable business environment, the difficulty of managing growth and the use of our business model. To address these risks, we must, among other things: . create a customer base; . develop a referral network; . enhance our brand recognition; . access sufficient product inventory to fulfill our customers' orders; . implement our business and marketing strategy; . provide superior customer service and order processing; . respond effectively to competitive and technological developments; and . attract and retain qualified personnel If we only raise the minimum offering amount we will likely have insufficient funds to begin operations. Based on our current operating plan, if the maximum number of units is sold we should have sufficient funds to satisfy our anticipated need for working capital and capital expenditures for the next twelve months. After that time, we may need additional capital. If, however, only the minimum number of units is sold, we most likely will not have sufficient funds to even initiate scaled down operations and will likely need to seek additional funding to commence operations. Moreover, we may need to raise additional funds sooner to: . create our referral network; . fund more rapid expansion; . develop enhanced services or product lines; or . respond to competitive pressures. 6 If we have to seek additional funding, which is likely given our limited capitalization even after this offering, investors in this offering may suffer substantial consequences such as dilution or a loss of seniority in preferences and privileges. If we need to raise additional capital to implement or continue operations, we will likely have to issue additional equity or convertible debt securities. This will further dilute the percentage ownership of investors in this offering. Furthermore, any new securities could have rights, preferences and privileges senior to those of our common stock. We currently do not have any commitments for additional financing. We cannot be certain that additional financing will be available when and to the extent required, or that if available, it will be on acceptable terms. If adequate funds are not available on acceptable terms we may be unable to fund our operations, develop and enhance our services and products or respond to competitive pressures. If professional collections agencies are unwilling to pay us a referral fee we will be unable to operate profitably. The primary economic driver of our business is the referral fees we will collect from credit and collections professionals. If these professionals are unwilling to pay the $100 referral fee, we doubt the revenue from the ancillary aspects of our business, such as online office products sales and online advertising, will be sufficient to make us profitable. As we are in the initial stages of developing our referral network, there is substantial uncertainty whether we can convince a sufficient number of professional collections agencies that the referrals we will provide will be worth the referral fee they will pay us. We will be unable to operate profitably if we cannot negotiate acceptable commercial terms with the providers upon whom our operations are dependent. We will contract with and be dependent upon outside third parties to provide our professional services, content, products, order processing, inventory management and product distribution. For instance, we expect to rely on vendors to fulfill a number of traditional retail functions, including maintaining inventory, credit card processing and preparing and shipping merchandise to customers. We may be unable to negotiate favorable agreements with vendors willing to provide these services. If we cannot obtain competitive terms from our third party providers, we will not be able to operate profitably. Our industry is highly competitive and we may not have adequate resources to market our products in order to compete successfully. Competition in the office products industry is intense. In the event that we commence operations, we will compete directly with other companies and businesses have developed similar websites and who market those websites to our target customers. This could significantly affect our ability to compete. We will also compete against traditional, non-Internet based office products retailers. Most of our competitors have substantially greater experience, financial and technical resources, marketing and development capabilities than we do. Unlike us, most of our competitors also have established supplier and distribution networks. Many of our competitors with greater financial resources can afford to spend more resources than we can to market their products. We cannot guarantee that we will succeed in marketing our website or generating revenues. We also cannot guarantee that our competitors will not succeed in marketing their websites and generating revenues. 7 The success of our business depends on the continued growth of the internet as a viable commercial marketplace. Our success depends upon the widespread acceptance of the internet as a vehicle to purchase services and products. The e-commerce market is at an early stage of development, and demand and continued market acceptance is uncertain. We cannot predict the extent to which customers will shift their purchasing habits from traditional to online retailers. If customers, service providers or manufacturers are unwilling to use the internet to conduct business and exchange information, our business will fail. It is possible that the internet may not become a viable long-term commercial marketplace due to the potentially inadequate development of the necessary network infrastructure, the delayed development of enabling technologies and performance improvements and the high cost of shipping products. The commercial acceptance and use of the internet may not continue to develop at historical rates, or may not develop as quickly as we expect. In addition, concerns over security and privacy may inhibit the growth of the internet. System failures could prevent access to our website and harm our business and results of operations. Our sales would decline and we could lose potential customers if they are not able to access our website or if our website, transaction processing systems or network infrastructure do not perform to our customers' satisfaction. Any network interruptions or problems with our website could: . prevent customers from accessing our site; . reduce our ability to provide referrals; . reduce the number of products that we sell; . cause customer dissatisfaction; or . damage our reputation. We anticipate our systems and operations will be vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, physical and electronic break-ins, earthquakes and other similar events. We believe our servers will also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Any substantial disruption of this sort could completely impair our ability to generate revenues from our website. We do not presently have a formal disaster recovery plan in effect and do not carry sufficient business interruption insurance to compensate us for losses that could occur. Online security risks could seriously harm our business. A significant barrier to e-commerce and online communications is the secure transmission of confidential information over public networks. Anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by any breach. We will rely on licensed encryption and authentication technology to provide the security and authentication necessary for secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the algorithms that are used to protect customer transaction data. In the event someone is able to circumvent security measures, it could seriously harm our business and reputation, and we could lose customers. Security breaches could also expose us to a risk of loss or litigation and possible liability for failing to secure confidential customer information. 8 Our operating results could be impaired if we become subject to burdensome government regulations and legal uncertainties concerning the internet. 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 relating to: . user privacy; . pricing, usage fees and taxes; . content; . copyrights; . distribution; . characteristics and quality of products and services; and . online advertising and marketing. The adoption of additional laws or regulations may decrease the popularity or impede the expansion of the internet and could seriously harm our business. A decline in the popularity or growth of the internet could decrease demand for our services and products, reduce our margins and increase our cost of doing business. Moreover, the applicability of existing laws to the internet is uncertain with regard to many important issues, including property ownership, intellectual property, export of encryption technology, libel and personal privacy. The application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the internet and other online services, could also harm our business. Our officers and directors currently own approximately 51% of our outstanding shares of common stock. Such concentrated control allows these shareholders to exert significant influence in matters requiring approval of our shareholders. Our five officers and directors, taken as a group, currently beneficially own approximately 51% of our outstanding common stock. Such concentrated control of the company may adversely affect the price of our common stock. Our officers and directors may be able to exert significant influence, or even control, over matters requiring approval by our security holders, including the election of directors. Such concentrated control may also make it difficult for our shareholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into a different transaction which requires shareholder approval. The limited market for our shares will make our price more volatile. Currently, our stock is not listed on any established trading system. Therefore, the market for our common stock is limited and we cannot assure you that a larger market will ever be developed or maintained. The fact that most of our stock is held by a small number of investors, further reduces the liquidity of our stock and the likelihood that any active trading market will develop. The market for our common stock is likely to be volatile and many factors may affect the market. These include, for example: . our success, or lack of success, in marketing our products and services; . competition; . governmental regulations; and . fluctuations in operating results. 9 The stock markets generally have experienced, and will likely continue to experience, extreme price and volume fluctuations which have affected the market price of the shares of many small capital companies. These fluctuations have often been unrelated to the operating results of such companies. Such broad market fluctuations, as well as general economic and political conditions, may decrease the market price of our common stock in any market that develops. Additionally, the market price and volume for internet retailers have generally been very volatile, particularly in light of the fact that many internet retailers have recently ceased operations. We expect this too could lead price volatility in our stock. We have no employees and are largely dependent upon our officers, who have limited website and information technology and credit and collections experience, to develop our business. We currently have no employees. We rely heavily upon our officers to meet our needs. Both Mr. Hickey, our president, and Mr. Rask, our secretary and treasurer, maintain outside employment, which limits the time they can devote to company matters. Moreover, while Mr. Hickey, and Mr. Blum, a director, have some experience in website development and maintenance, they are not experts in this field. Similarly, none of our officers or directors has significant experience in the area of information technology or credit and collections. We will have to rely upon the expertise of outside consultants to assist us on website and information technology and credit and collections issues. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. When used in this prospectus, the words "expects," "anticipates," "estimates," "intends" and similar expressions are intended to identify forward looking statements. These statements include, but are not limited to, statements under the captions "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in this prospectus. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. USE OF PROCEEDS The following table sets forth management's present estimate of the allocation of net proceeds expected to be received from this offering. Actual expenditures may vary from these estimates. Pending such uses, we will invest the net proceeds in investment-grade, short-term, interest bearing securities.
If If Maximum of If Minimum of 6,000,000 4,000,000 2,000,000 Units Sold Units Sold Units Sold ----------- ----------- ----------- Total Proceeds $ 600,000 $ 400,000 $ 200,000 Less: Commission(1) 60,000 40,000 20,000 Offering Expenses 45,000 45,000 45,000 Filing Fees Net Proceeds from 495,000 315,000 135,000 Offering Available Use of Net Proceeds Equipment 40,000 40,000 40,000 Software Development 110,000 110,000 95,000 Marketing 230,000 110,000 0 Working Capital 115,000 55,000 0 ----------- ----------- ----------- Total Use of Net Proceeds $ 495,000 $ 315,000 $ 135,000
(1) We plan to have our officers offer and sell the units. They will receive no discounts or commissions. We do not have any agreements, arrangements or understandings with any broker/dealers to offer or sell our units, although we may, at our discretion, retain such to assist in the offer and sell of units. This represents the maximum underwriting discounts and commissions we will pay if broker/dealers are used to sell the units. DETERMINATION OF OFFERING PRICE As no underwriter has been retained to offer our securities, the offering price of our shares was not determined by negotiation with an underwriter as is customary in underwritten public offerings. Rather, we arbitrarily selected the offering price. There is no relationship between the offering price of the shares and our assets, earnings, book value, net worth or other economic or recognized criteria or future value of our shares. DILUTION As of the date of this offering, we had 29,500,000 common shares issued and outstanding and a net tangible book value of $40,895 or $.00 per share. The proceeds from the sale of units will vary depending on the total number of units sold. 11 If all 6,000,000 units offered hereunder are sold, there would be a total of 35,500,000 common shares issued and outstanding. If the maximum 6,000,000 units are sold the net proceeds after deducting the offering costs of $105,000 will be $495,000. Adding the net offering proceeds to the net tangible book value, our total net tangible book value would be $535,895. Dividing our net tangible book value by the number of shares outstanding discloses a per share book value of approximately $.02. Therefore, the shareholders who purchase in this offering will suffer an immediate dilution in the book value of their shares of approximately $.08 or approximately 85% and our present shareholders will receive and immediate book value increase of approximately $.01 per share. If the minimum 2,000,000 units offered hereunder are sold, there would be a total of 31,500,000 common shares issued and outstanding. The net proceeds after deducting the offering costs of $65,000 will be $135,000. Adding the net offering proceeds to the net tangible book value, our total net tangible book value would be $175,895. Dividing our net tangible book value by the number of shares outstanding discloses a per share book value of approximately $.01. Therefore, the shareholders who purchase in this offering will suffer an immediate dilution in book value of their shares of approximately $.09 or approximately 94% and our present shareholders will receive and immediate book value increase of almost $.01 per share. The following table illustrates the dilution which will be experienced by investors in the offering:
If If Maximum Minimum Offering Offering Sold Sold ---------- ---------- Offering price per share before deduction of offering expense $.10 $.10 Net tangible book value per share before the offering .00 .00 Net tangible book value per share after the offering .02 .01 Dilution to new investors per share .08 .09 Dilution to new investors as a percentage 85% 94%
12 COMPARATIVE DATA The following chart illustrates our pro forma proportionate ownership, upon completion of the offering, assuming the maximum number of units is sold, of present stockholders and of investors in the offering, compared to the relative amounts paid and contributed to our capital by present stockholders and by investors in this offering, assuming no changes in net tangible book value other than those resulting from the offering.
If Maximum Offering of 6,000,000 Sold Approximate Percentage Approximate Total Percentage Shares Shares Total Total Average Owned Outstanding Consideration Consideration Price/share New Investors 6,000,000 16.9% $600,000 86.5% $0.10 Existing 29,500,000 83.1% $ 93,500 13.5% $0.00 Shareholders If Minimum Offering of 2,000,000 Sold Approximate Percentage Approximate Total Percentage Shares Shares Total Total Average Owned Outstanding Consideration Consideration Price/share New Investors 2,000,000 6.3% $200,000 68.1% $0.10 Existing 29,500,000 93.7% $93,500 31.9% $0.00 Shareholders
SELLING SECURITY HOLDERS None of our existing shareholders is selling securities pursuant to this registration statement. PLAN OF DISTRIBUTION Currently we plan to have our officers and directors sell the common shares on a self underwritten basis. They will receive no discounts or commissions. In the past, we have received unsolicited indications of interest in Office Managers from persons familiar with us. Our officers will deliver prospectuses to these individuals and to others who they believe might have interest in purchasing all or a part of this offering. We also may retain licensed broker/dealers to assist us in the offer and sell of the units, if we deem such to be in our best interest. At this time we do not have any commitments, agreements or understandings with any broker/dealers. The maximum underwriting discounts and commissions we are willing to pay to engage broker/dealers is 10%. In the event we retain any broker/dealers to assist in the offer and sell of units we will update this prospectus accordingly. 13 LEGAL PROCEEDINGS To our knowledge, neither us, nor any of our officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The following table sets forth our directors, executive officers, promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders. Officers and other employees serve at the will of the Board of Directors.
--------------------------------------------------------------------- Term Served as Positions Director with the Name Age /Officer Company --------------------------------------------------------------------- John M. Hickey 59 January 2001 President September 2000 Director --------------------------------------------------------------------- John Ray Rask 49 January 2001 Secretary/Treasury September 2000 Director --------------------------------------------------------------------- Charles Smith 61 February 2001 Director --------------------------------------------------------------------- Wilf Blum 48 February 2001 Director --------------------------------------------------------------------- Alfred McLaughlin 55 February 2001 Director ---------------------------------------------------------------------
The above individuals will serve as officers and/or directors. None of the officers or directors are related. A brief description of their positions, proposed duties and their background and business experience follows: John M. Hickey. From 1995 to present Mr. Hickey has worked for Ambra Resources Group, Inc., a mineral and oil and gas exploration company. Mr. Hickey began with Ambra Resources as the General Manager. In 1996, he became the President and a director of Ambra Resources. Mr. Hickey is primarily responsible for the day to day operations of Ambra Resources. Mr. Hickey currently devotes approximately 20 hours per week to Office Managers. He will devote additional time as need requires. John Ray Rask. Since the early 1980's Mr. Rask has been owner and operator of Ray's Income Tax Service, a company which specialized in bookkeeping and the preparation of income tax returns. Since 1997, Mr. Rask has also served as the Secretary and a director of Ambra Resources Group, Inc. Mr. Rask currently devotes approximately 20 hours per week to Office Managers. He will devote additional time as need requires. 15 Charles Smith. Mr. Smith earned a degree in Transpersonal Psychology and Holotropic Breathwork from Grof Transpersonal Training Institute, Mill Valley, California, in 1996. Since that time, he has taught workshops in this process in Austria, China, Argentina, Chile, Canada and the United States. Currently, he is working in cooperation with Dr. Vera Casali of the Department of Psychology, Pontificia Universidade Catolica de Sao Paulo, Brazil, teaching this process to students of that University. Mr. Smith devotes time to Office Managers on an as needed basis. Wilf Blum. In August 1999, Mr. Blum founded and became president of Bluestone, Inc., a financial public relations firm. Mr. Blum continues to serve as president of Bluestone. From November 1997 to August 1999, Mr. Blum served as president of Commercial Concepts, Inc., where he was generally responsible for the operations of the company, including website development and acquisitions. From January 1995 to November 1997, Mr. Blum was a real estate agent specializing in land development and commercial projects. Mr. Blum devotes time to Office Managers on an as needed basis. Alfred McLaughlin. Mr. McLaughlin is a professional astrologer and investment counselor. Since 1971 he has been self employed as a consultant providing investment advice. From 1979-1981, Mr. McLaughlin appeared regularly on CFAX radio, Victoria, B.C., to provide advice. From 1997 to 2000, Mr. McLaughlin wrote weekly syndicated advice columns for The Georgia Straight and The Calgary Staight. McLaughlin devotes time to Office Managers on an as needed basis. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The term "beneficial owner" refers to both the power of investment (the right to buy and sell) and rights of ownership (the right to receive distributions from the company and proceeds from sales of the shares). Inasmuch as these rights or shares may be held by more than one person, each person who has a beneficial ownership interest in shares is deemed the beneficial owners of the same shares because there is shared power of investment or shared rights of ownership.
Amount of % Of % of Beneficial Class Before Class After Name and Address Ownership Offering Offering* - ------------------------------- ----------- ------------ ------------ John M. Hickey 12,000,000 40.7% 35.8% 1601-1415 West Georgia Street Vancouver, B.C. V6G 3C8 Robert L. Card Siam Oceanic Fund Ltd. 5,000,000 16.9% 14.9% Suite 316 - 744 West Hastings Street Vancouver, B.C. V6C 1A5 Eric Smith Network Capital Group, Inc. 2,000,000 6.8% 6.0% P.O. Box 61 Front Street Churchill Building Grand Turk, Turks & Caicos Islands 15 Mavis Smith Powerwave Systems Corp. 2,000,000 6.8% 6.0% P.O. Box 170 Front Street Churchill Building Grand Turk, Turks & Caicos Islands Marilyn Williams Precision Technologies Ltd. 1,500,000 5.1% 4.5% 101 East Hill Place Market Street N. Nassau, Bahamas John Ray Rask 1,000,000 3.4% 3.0% 1909 Monroe Ave. Butte, Montana 59701 Charles Smith 500,000 1.7% 1.5% Rua Tavares Bastos, 103 05012-020 Sao Paulo S.P. Brasil Wilf Blum 1,000,000 3.4% 3.0% Bluestone, Inc. 136 East South Temple, Suite 1600 Salt Lake City, Utah 84111 Alfred McLaughlin 500,000 1.7% 1.5% Apt. #1205 7376 Halifax Street Burnaby, B.C. V5A-1M5 - ---------------------------------------------------------------------------------- All officers and directors as a group (5 persons) 15,000,000 50.8% 44.8% - ---------------------------------------------------------------------------------- TOTAL 25,500,000 86.4% 76.1% - ----------------------------------------------------------------------------------
* Assumes that 4,000,000 units are sold in this offering. Mr. Hickey and Mr. Rask are officers and directors. Mr. Smith, Mr. Blum, and Mr. McLaughlin are directors. Mr. Hickey is the holder of record of 6,000,000 shares. As the President and a Director of Ambra Resources, Mr. Hickey may be deemed to have voting power over the shares held by Ambra Resources. Therefore, the 6,000,000 shares held by Mr. Hickey personally and the 6,000,000 shares held by Ambra Resources are all attributed to Mr. Hickey. DESCRIPTION OF THE SECURITIES Description of Common Stock. We are presently authorized to issue 50,000,000 shares of $.001 par value common stock. All shares when issued, will be fully paid and non-assessable. All shares are equal to each other with respect to liquidation and dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders' meeting. 16 Holders of shares of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor, and upon liquidation are entitled to participate pro-rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Articles of Incorporation and Bylaws for a more complete description of the rights and liabilities of holders of common stock. Our shares do not have cumulative voting rights, which means that the holders of more the 50% of the shares voting for each election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% will not be able to elect any directors. Description of Warrants. Each "A" warrant represents the right to purchase one share of Common Stock at price of $.50 per share within one year from the date of issuance. Each "B" warrant represents the right to purchase one share of Common Stock at a price of $1.20 per share within five years from the date of issuance. The exercise price and the number of shares issuable upon exercise of the Warrants are subject to adjustment in certain events, to the extent that such events occur after the effective date of the Warrant Agency Agreement, including the issuance of Common Stock as a dividend on shares of Common Stock, subdivisions or combinations of the Common Stock or similar events. Except as stated in the preceding sentence, the Warrants do not contain provisions protecting against dilution resulting from the sale of additional shares of Common Stock for less than the exercise price of the Warrants or the current market price of the Company's securities. The Company shall have the right to redeem the Warrants at any time prior to their conversion upon not fewer than sixty days written notice to the Warrant holder. The Company may call either the Warrants in whole or in part, or may call varying parts of each class at any one time. If a call is made in part with respect to any class, the Warrants called shall be determined by lot. The redemption price for the Warrants shall be $.001 for each Warrant. The "A" Warrants may only be redeemed by the Company at any time after the Common Stock of the Company publicly trades at a bid price above $.50 for a period of ten consecutive trading days. The "B" Warrants may only be redeemed by the Company at any time after the Common Stock of the Company publicly trades at a bid price above $1.20 for a period of ten consecutive trading days. The Company shall request the Warrant Agent to provide written notice to the registered holders of the Warrants selected for redemption, giving the dates as of which such Warrants shall be deemed. The Warrants called for redemption shall not be exercisable after the redemption date. Payment of the Warrant price shall be made by check payable to the registered holder, thereof, on the books of the Warrant Agent. All notices of redemption shall be effected in accordance with the provisions on notice described in Section 12 hereof. Holders of Warrants will be entitled to notice in the event of (a) the granting by the Company to all holders of its Common Stock of rights to purchase any share of capital stock or any other rights or (b) any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company into any other entity or merger of any other entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of any outstanding share of Common Stock), or any sale or transfer of all or substantially all of the assets of the Company. 17 The Company has reserved from its authorized unissued shares a sufficient number of shares of Common Stock for issuance on exercise of the Warrants. During the period in which a Warrant is exercisable, exercise of such Warrant may be effected by delivery of the Warrant, duly endorsed for exercise and accompanied by payment of the exercise price and any applicable taxes or governmental charges, to the Warrant Agent. The shares of Common Stock issuable on exercise of the Warrant will be, when issued in accordance with the Warrants, fully paid and non-assessable. For the life of the Warrants the holders thereof have the opportunity to profit from a rise in the market for the Company's Common Stock, with a resulting dilution in the interest of all other shareholders. So long as the warrants are outstanding, the terms on which the Company could obtain additional capital may be adversely affected. The holders of such Warrants might be expected to exercise them at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided for by such Warrants. Except as described above, the holders of the Warrants have no rights as stockholders of the Company until they exercise their Warrants. Transfer Agent. Interwest Transfer Company, Inc., 1981 East Murray-Holladay Road, Salt Lake City, Utah 84117, Telephone (801) 272-9294, has agreed to serve as transfer agent and registrar for our outstanding securities upon completion of this offering. INTEREST OF NAMED EXPERTS AND COUNSEL None of the experts named herein was or is a promoter, underwriter, voting trustee, director, officer or employee of Office Managers. Further, none of the experts was hired on a contingent basis and none of the experts named herein will receive a direct or indirect interest in Office Managers. Legal Matters Certain legal matters will be passed upon for us by Poulton & Yordan, of Salt Lake City, Utah. Accounting Matters The financial statements included in this prospectus and elsewhere in the registration statement have been audited by Andersen Andersen & Strong, L.C., located in Salt Lake City, Utah, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "act") may be permitted to directors, officers and controlling persons for 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. 18 In the event that any 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 person of the small business issuer in the 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 its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ORGANIZATION WITHIN LAST FIVE YEARS We are a start-up company and have no operating history. As soon as the money from this offering is made available, we expect to make all arrangements necessary to commence operations in 2001. DESCRIPTION OF BUSINESS Company History - --------------- Office Managers, Inc., was formed as a Nevada corporation on September 19, 2000. Our executive offices are located at 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111. Our telephone number is (801) 363-2656. Our website, which is currently inactive, is located at www.officemanagers.net. Information contained on our website does not constitute part of this prospectus. Our Strategy We intend to create a comprehensive website devoted exclusively to office managers. We will develop a new and innovative site offering valuable services and products that will differentiate us from the many online e-commerce sites selling services or office products. Our approach involves combining traditional professional service referrals, customer service and office products with the cost effective online medium. Our system will include: . A national network of reliable, qualified professional service providers in the areas of credit, collections and financing from which we will provide referrals to office managers seeking such services. . A personalized, professional customer service department to interact with, provide referrals to and address the problems of office managers. . Automated online sales of business products in over ten different categories including office supplies, computer hardware and software and furniture. . Access to secure current national, international and industry news. . Online advertising. 19 Referrals of Professional Services - ---------------------------------- Initially, we will primarily focus our referral services in the areas of credit, collections and financing. We believe most businesses rely on one or a few credit and collection agencies in the same city or state where the business is located. This arrangement works well for collections from in-state customers. As most credit and collections agencies are local or at best regional, however, a problem arises with customers outside the state or region of the business. It appears that most delinquent customers simply ignore threats from out-of-state credit and collection agencies and respond only if and when a collection agency located in the customer's state is retained. The problem for most businesses, and their office managers, is that they do not know, have access to, or have a comfort level with credit and collections professionals outside their immediate locale. Our website will eliminate these problems for office managers. We will develop a nationwide network of high quality credit and collections professionals. We will only accept reputable, bonded professionals as members of our referral network. To assure that our customers receive high quality service, we will implement a follow up program to seek feedback from all individuals receiving referrals. This follow up program will be designed to evaluate the customers' experience with the professional to whom they were referred. Based on this feedback, professionals will be evaluated for ongoing suitability as a referral source. Development of our Network Initially, we hope to include at least three professionals in each major city in the United States in our network. We will build our network through an intensive direct marketing program, and through word of mouth. To support our direct marketing program, in March 2001, we retained the services of MediaComm Marketing International on a two year contract. MediaComm has over 20 years experience in designing and implementing advertising campaigns. MediaComm will identify, contact and screen potential service providers for inclusion in our network. They also will seek to establish relationships with professional organizations that can provide us referrals to competent professionals. As need demands, we will broaden our network to include more professionals in major cities and to extend our network to smaller cities. Marketing and Delivery of our Referral Service We will market our professional service referral system as a nationwide white pages for office managers. Office managers and others visiting our site in search of a referral will be directed to call a 1-800 number that will put them in touch with one of our customer service representatives. The customer service representative will ask for information relevant to the caller's location, situation and need. This information will be logged into our database. Based on the information provided, the customer service representative will provide the caller with the name of a professional. The caller will be informed that the professional will contact him within 24 hours. The customer service representative will then contact the professional and disclose the relevant information. If the professional is interested in providing the services needed, the professional will be instructed to contact the caller within 24 hours. The professional will then be billed a $100 referral fee, which will be paid directly to us. Following the expiration of the 24 hour period, the customer service representative will contact the caller to assure that he or she was called by the professional, and is satisfied with the referral. If the professional has not contacted the caller, or the caller would like a second referral, another referral will be given. 20 In addition to being provided with a referral, the caller will receive a free or significantly discounted initial visit with the professional. We believe many professionals will be willing to pay the $100 referral fee and provide a free or significantly discounted initial consultation to become a member of our referral network, as these referrals could potentially represent a significant source of income to the professional. Online Sales of Office Products - ------------------------------- The business model for our online office products store will not vary significantly from many of the current office product e-commerce sites. While we have not determined the full range of products we may offer, we intend to offer at least 10 different categories of office-related "commodity" type products, including computer hardware and software; office supplies, such as pens, pencils, paper, binders, etc.; furniture; and office machines. Our website will provide links to other sites where additional products can be obtained. Distribution Network Rather than undertake the significant capital expenditures associated with a traditional retail sales operation, we intend to outsource all of the necessary operating infrastructure. We believe that outsourcing is key to an efficient and profitable e-commerce model. As part of this strategy, we will enter into relationships with distributors in each of our product segments. These distributors will carry the inventory of goods from which products will be picked, packed and shipped directly to our customers. Through this system, we can effectively leverage the inventory management and fulfillment capabilities of each of our providers to deliver products cost effectively to our customers. To date, we have no agreements with any distributors. We expect to establish secure electronic connections with each of our providers so that orders placed by our customers will be transmitted directly to the distributor. The orders will be automatically fed into the distributor's system where they will be processed, picked, packed and shipped. We anticipate that orders will be processed and ready for shipment within three to five days from the time a customer places an order at our website. We will seek to establish integrated electronic connections with each of our distribution providers that can provide us with data on inventory quantities, shipping status, shipper tracking numbers and the estimated time of arrival for back-ordered products. Our website will provide a direct link from a customer's order information to United Parcel Service and FederalExpress to provide up-to-the-minute information on delivery status. Content - ------- Visitors to our site will also have access to secure current national, international and industry news. We will contract with various news services to provide this information. As need demands, we may also hire individuals to provide information on products, technology, industry regulations, news and management. Eventually, we will archive historical content, enabling users to research through large databases of information. If we believe there is sufficient interest, and we are capable of doing so, we may also accept requests for proposals and related posting and response areas. 21 Advertising - ----------- Advertising will be sold throughout our website. We anticipate, given the narrow focus of our website, that our site will provide attractive demographics which will appeal to participants in the professional services and office products markets. Attractive rates will be given to affiliates and strategic partners, such as service providers and e-commerce partners. While we believe our website will provide a positive advertising platform, the primary focus of our website will be on services and content, not advertising. Marketing Strategy - ------------------ Successful internet sites build their business on an understanding of the importance of creating positive and productive relationships among the community. Accordingly, we believe our success will be based on a combination of quality content and in-depth, lasting relationships within the community we hope to develop. We will pursue an aggressive brand building strategy, utilizing a combination of innovative online and offline industry methods targeted specifically to key market segments. This will include: . Offering content that is tailored and specialized for the office management community and is different from many of the existing product and service-related sites. . Providing superior customer value through a combination of unique services and delivery mechanisms, broad product selection, fair prices and outstanding customer service. . Creating a comfortable, easy to use environment with skilled customer service representatives available to assist customers. Direct Sales In addition to assisting us to establish our referral network, Medicomm will develop and implement an extensive marketing campaign focused on contacting office managers, service providers and product suppliers. This campaign is expected to occur during the third and fourth quarters of 2001 and will be aimed at creating brand awareness, building our referral network and developing product and distribution relationships. Advertising Our online advertising will include: . Content tailored e-mail drops. . Reciprocal web links with other websites. . Presence in web directories. . Selected banner advertising. Our offline advertising will include: . Articles and ads in internet industry publications, general business magazines and newsprint. . Trade Shows and Conferences. . Direct mail campaigns. . TV and radio spots in selected markets. . Full color brochures. 22 Our offline advertising campaign will initially be focused solely in the northeastern United States. Thereafter, as we begin to build brand recognition, we will expand our offline advertising to other regions, with the expectation of having a nationwide offline advertising presence within three to five years. Direct Marketing Pursuant to our agreement with MediaComm, they will develop and implement a direct marketing campaign for us. We anticipate this will include performing market research, developing a customized database, conducting direct mailings, direct e-mailings, other direct advertising and undertaking all other necessary activities to create a direct marketing campaign designed to drive traffic to our website. Trade Shows and Conferences We will seek to have a presence at offline office supply trade shows, conferences for credit, collections and financing professionals, and internet-related business-to-business trade shows to build brand awareness and relationships with office managers and industry partners. Public Relations As discussed above, MediaComm will provide us valuable market research and information, manage both our online and offline advertising campaigns and otherwise handle most of our public relations matters. Technology and Systems - ---------------------- In conjunction with its marketing services, MediaComm has extensive experience in website development and maintenance. We have contracted with MediaComm to design and construct our website. They will also provide ongoing maintenance. In developing and constructing our website, we have asked MediaComm to primarily rely upon commercially available licensed technologies. We prefer to license available technology whenever possible rather than seek internally-developed solutions. We anticipate our website's front-end will be built on industry standard technologies. The business logic of the site will be contained in a variety of currently available programs. These programs will handle user interface, ordering and customer communications and will operate on redundant servers. If needed, we will add additional servers and capacity. Our system will include redundant hardware on mission critical components, which we believe can survive the failure of several entire servers with relatively little downtime. We will seek to create a system that can quickly and easily expand capacity without significant additional development. We will run our key systems below capacity to support anticipated growth. Order Processing Applications. We will use a set of computer software applications for processing each customer order. These applications will charge customer credit cards, print order information, transmit order information electronically to our distributors and deposit transaction information into our accounting system. All credit card numbers and financial and credit information will be secured using encryption standards, and we will maintain credit card numbers behind appropriate fire walls. 23 Intellectual Property We believe the protection of service marks, trademarks, trade secrets and other intellectual property rights may be critical to our future success. As we develop these things, we will seek to rely on various intellectual property laws and contractual restrictions to protect our proprietary rights in products and services. We have acquired and registered our domain name with the appropriate regulatory bodies in an effort to protect such. When we retain contractors and suppliers to assist us in the development of our products, we intend to have them enter into confidentiality agreements, invention assignment agreements and nondisclosure agreements to limit access to and disclosure of any proprietary information we may have or develop. We cannot assure that these contractual arrangements or the other steps taken by us to protect the intellectual property we may develop will prove sufficient to prevent misappropriation of technology or to deter independent third party development of similar technologies. As they are created, we will pursue the registration of our key trademarks and service marks in the U.S. Effective intellectual property protection, however, may not be available in every country in which our services may be made available in the future. There is also no guarantee that the trademarks or servicemarks for which we may apply for registration will offer adequate protection under applicable law. As is customary with technology companies, from time to time we may receive or become aware of, correspondence claiming potential infringement of other parties' proprietary rights. We could incur significant costs and diversion of management time and resources to defend claims regardless of the validity of these claims. We may not have adequate resources to defend those claims, and any associated costs and distractions could have a material adverse effect on our business, financial condition and results of operations. As an alternative to litigation, we may seek licenses for other parties' intellectual property rights. We may not be successful in obtaining any necessary licenses on commercially reasonable terms, if at all. Employees Mr. Hickey and Mr. Rask are currently working about 20 hours per week to meet our needs. As demand requires, Mr. Hickey and Mr. Rask will devote additional time. Our directors currently devote little time to our operations, and only on an as needed basis. We currently have no employees. We anticipate the need to hire up to 15 additional employees within the next twelve months. As needed, we expect to hire five accounting/billing coordinators, three sales representatives, five customer service representatives, an office manager, a secretary/ receptionist, and an information technology specialist. Key Consultants As discussed above, on May 22, 2001, we retained MediaComm Marketing International, Inc., to provide us various services. These services include, developing a direct contact program focused on retaining credit and collections professionals to participate in our referral network, creating an advertising campaign to drive office managers to our website, handling public relations matters, and constructing and maintaining our website. Our contract with MediaComm is for a two year term. The contract calls for us to pay MediaComm a fee of $1,000 per month for the term of the contract. 25 PLAN OF OPERATIONS Our plan of operations for the next twelve months is to raise funds through the offering. In addition to providing capital to help defray various start up expenditures, a principal use of the offering proceeds will be to provide working capital necessary upon commencement of operations until sufficient revenues are generated to cover such operating expenditures. To commence active business operations during 2001 we are engaged in a number of planning stage and preliminary activities. These activities include purchasing and putting into place the necessary electronic infrastructure to support our website; developing the software to run both our website and our referral databases; finishing construction of our website; negotiating agreements with product suppliers; putting into place the necessary infrastructure to support our e-commerce operations, including order placement, secure payment, and delivery systems; negotiating agreements for content production and delivery; developing a sufficient referral network to begin operations, including negotiating agreements with the service providers on the terms discussed herein; hiring and training sales and marketing and customer service representatives; and formulating and implementing an aggressive marketing campaign to drive the office management community to our website. We anticipate generating revenue from operations in several ways. We expect to generate revenue from product sales. Given that we will rely primarily on third parties to provide and distribute these products, however, we do not anticipate this will be a significant source of income. Assuming we can generate sufficient traffic to our website, we may also realize revenue from sales of advertising. As with product sales, we do not anticipate advertising sales to generate significant revenue. The primary economic driver of our business model will be the referral fees we collect from referrals to collections professionals. As we are in the initial stages of developing our referral network, however, there is no assurance that there will be sufficient demand for our referral service to allow us to operate profitably. Moreover, there is substantial uncertainty whether we can convince a sufficient number of professional collections agencies that the referrals we will provide will be worth the referral fee they will pay us. If we are unsuccessful at creating demand or enrolling sufficient collections professionals into our referral network, it is unlikely we can generate sufficient revenues from product sales and online advertising to operate profitably. DESCRIPTION OF PROPERTY Our principal executive offices are located in approximately 400 square feet of office space in Salt Lake City, Utah under a one year lease that expires November 2001. Our lease agreement for this office space requires monthly rental payments of $2,000. We anticipate that within the next six months, we will need to rent approximately 500-1,000 square feet of additional office space which will be used as our operational headquarters. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We have issued shares to the following officers, directors, promoters and beneficial owners of more than 5% of our outstanding securities.
Relationship Number Consideration to Office Date of Name Of Shares Given Managers Issuance - ------------------ ---------- ------------- --------- ----------- John Hickey 6,000,000 $6,000 President 09/19/00 John Ray Rask 1,000,000 1,000 Secretary 01/16/01 Bluestone, Inc. (Wilf Blum) 1,000,000 1,000 Director 01/16/01 Charles Smith 500,000 500 Director 02/27/01 Alfred McLaughlin 500,000 500 Director 02/27/01 Network Capital Group, Inc. 2,000,000 2,000 * 09/19/00 Powerwave Systems Corp. 2,000,000 2,000 * 09/19/00 Precision Technologies Ltd. 1,500,000 1,500 * 09/19/00 Ambra Resources, Inc. 6,000,000 (1) * 09/25/00 Siam Oceanic Fund, Ltd. 5,000,000 50,000 * 10/20/00 Alan Filson 1,500,000 1,500 * 01/16/01
* Holder of 5% or more of our outstanding securities. (1) We issued 6,000,000 to Ambra Resources, Inc., for the officemanagers.net domain name and the partially constructed website. The domain name and website were valued at $25,000. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At present, our securities are not traded publicly. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell the securities offered herein should he or she desire to do so when eligible for public resales. Furthermore, the shares are not marginable and it is unlikely that a lending institution would accept our common stock as collateral for a loan. Pursuant to this registration statement, we propose to publicly offer a minimum of 2,000,000 units and a maximum of 6,000,000 units. Each unit will consist of one share of common stock, one redeemable A warrant to purchase an additional share within one year and one redeemable B warrant to purchase an additional share within five years. To date, none of our outstanding shares of common stock are subject to outstanding options, warrants to purchase or securities convertible into common stock. We have not agreed to register shares of common stock held by existing security holders for resale. We currently have 15 shareholders. EXECUTIVE COMPENSATION To date we have no employees other than our officers. Neither our officers nor directors have been paid any compensation. Moreover, we presently have no formal employment agreements or other contractual arrangements with our officers or directors or any one else regarding the commitment of time or the payment of salaries or other compensation. When funds allow, we anticipate that our officers will be offered a compensation package. FINANCIAL STATEMENTS [THIS SPACE INTENTIONALLY LEFT BLANK.] 26 ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202 Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106 Member SEC Practice Section of the AICPA Telephone 801 486-0096 Fax 801 486-0098 Board of Directors Office Managers, Inc. Salt Lake City, Utah REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have audited the accompanying balance sheets of Office Managers, Inc. (development stage company) at April 31, 2001 and December 31, 2000, and the related statements of operations, stockholders' equity, and cash flows and for the four months ended April 30, 2001 and the period September 19, 2000 to December 31, 2000 and the period September 19, 2000 (date of inception) to April 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall balance sheet presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Office Managers Inc. at April 30, 2001 and December 31, 2000, and the results of operations and cash flows for the four months ended April 30, 2001, and the period September 19, 2000 to December 31, 2000, and the period September 19, 2000 (date of inception) to April 30, 2001 in conformity with generally accepted accounting principles. Salt Lake City, Utah June 6, 2001 /s/Andersen Andersen & Strong, L.C. 27 OFFICE MANAGERS, INC. (Development Stage Company) BALANCE SHEETS April 30, 2001 and December 31, 2000 ==========================================================================
Apr 30, Dec 31, 2001 2000 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 41,695 $ 43,800 Accounts receivable 2,500 - ----------- ----------- Total Current Assets $ 44,195 $ 43,800 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 3,300 $ - ----------- ----------- Total Current Liabilities 3,300 - ----------- ----------- STOCKHOLDERS' EQUITY Common stock 50,000,000 shares authorized, at $0.001 par value; 29,500,000 shares issued and outstanding on April 30, 2001; 27,000,000 on December 31, 2000 29,500 27,000 Capital in excess of par value 63,810 63,810 Deficit accumulated during the development stage (52,415) (47,010) ----------- ----------- Total Stockholders' Equity 40,895 43,800 ----------- ----------- $ 44,195 $ 43,800 =========== ===========
The accompanying notes are an integral part of these financial statements. 28 OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF OPERATIONS For the Four Months Ended April 30, 2001 and the Period September 19, 2000 to December 31, 2000 and the Period September 19, 2000 (Date of Inception) to April 30, 2001 ==========================================================================
Sept 19, 2000 to Apr Dec Apr 30, 2001 2000 2001 ----------- ----------- ----------- REVENUES $ - $ - $ - ----------- ----------- ----------- ExPENSES Administrative 5,405 22,010 27,415 Development of web site - preliminary project stage - 25,000 25,000 ----------- ----------- ----------- 5,405 47,010 52,415 ----------- ----------- ----------- NET LOSS $ (5,405) $ (47,010) $ (52,415) =========== =========== =========== NET LOSS PER COMMON SHARE Basic $ - $ - ----------- ----------- AVERAGE OUTSTANDING SHARES Basic 29,500,000 13,000,000 ----------- -----------
The accompanying notes are an integral part of these financial statements 29 OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Period September 19, 2000 (Date of Inception) to April 30, 2001 ==========================================================================
Common Stock Excess Accumu- -------------------------- of Par lated Shares Amount Value Deficit --------------------------------------------------- Balance September 19, 2000 (date of inception) - $ - $ - $ - Issuance of common stock for cash at $.001 - September 19, 2000 16,000,000 16,000 - - Issuance of common stock for web site - (development in preliminary stage) at $.004167 - September 25, 2000 6,000,000 6,000 19,000 - Issuance of common stock for cash at $.01 - October 10, 2000 5,000,000 5,000 44,810 - Net operating loss for the period September 19, 2000 to December 31, 2000 - - - (47,010) --------------------------------------------------- Balance December 31, 2000 27,000,000 27,000 63,810 (47,010) Issuance of common stock for cash at $.001 - January 2001 2,500,000 2,500 - - Net operating loss for the four months ended April 30, 2001 - - - (5,405) --------------------------------------------------- Balance April 30, 2001 29,500,000 $ 29,500 $ 63,810 $ (52,415) ===================================================
The accompanying notes are an integral part of these financial statements. 30 OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF CASH FLOWS For the Four Months Ended April 30, 2001 and the Period September 19, 2000 to December 31, 2000 and the Period September 19, 2000 (Date of Inception) to April 30, 2001 ==========================================================================
Sept 19, 2000 to Apr Dec Apr 30, 2001 2000 2001 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (5,405) $ (47,010) $ (52,415) Adjustments to reconcile net loss to net cash provided by operating activities Change in accounts payable 3,300 - 3,300 Issuance of capital stock for web site - 25,000 25,000 ----------- ----------- ----------- Net Decrease in Cash From Operations (2,105) (22,010) (24,115) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock - 65,810 65,810 ----------- ----------- ----------- Net Increase (Decrease) in Cash (2,105) 43,800 41,695 Cash at Beginning of Period 43,800 - - ----------- ----------- ----------- Cash at End of Period $ 41,695 $ 43,800 $ 41,695 =========== =========== =========== NON CASH FLOWS FROM OPERATING ACTIVITIES Issuance of 6,000,000 common shares for web site - 2000 $ 25,000 -----------
The accompanying notes are an integral part of these financial statements. 31 OFFICE MANAGERS, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS ========================================================================== 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on September 19, 2000 with authorized common stock of 50,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing a web site on the World Wide Web devoted exclusively to office managers for the purpose of delivering office products and related professional services over the internet. Since its inception the Company has completed private placement offerings of 23,500,000 common shares for cash of $68,310. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods - ------------------ The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy - --------------- The Company has not yet adopted a policy regarding payment of dividends. Income Taxes - ------------ On April 30, 2001, the Company had a net operating loss carry forward of $52,415. The tax benefit of $15,725 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire in 2022. Basic and Diluted Net Income (Loss) Per Share - --------------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Amortization of Web Site - ------------------------ Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation are capitalized and amortized over the useful life of the fully developed web site. 32 OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) ========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Comprehensive Income - -------------------- The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. Recent Accounting Pronouncements - -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Financial Instruments - --------------------- The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values. Estimates and Assumptions - ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 3. ACQUISITION OF WEB SITE On September 25, 2000 the Company acquired the web site and the domain name "officemanagers. net", (which was in the preliminary development stage) from a related party, by the issuance of 6,000,000 common shares of the Company, for the purpose of pursuing its business interest as outlined in note 1. The value of the web site was recorded at $25,000, the acquisition cost to the related party, before the sale to the Company. Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation will be capitalized and amortized over the useful life of the fully developed web site. 4. RELATED PARTY TRANSACTIONS Related parties have acquired 51 % of the common stock issued. 33 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART II - INFORMATION NOT REQUIRED IN PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS The statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows: (a) Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers: 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he 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 in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his 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, does not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may 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 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 amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 34 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 5. The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. 35 7. The registrant's Articles of Incorporation limit liability of its Officers and Directors to the full extent permitted by the Nevada Business Corporation Act. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION* The following table sets forth the estimated costs and expenses we will pay in connection with the offering described in this registration statement.
Amount ------------ SEC registration fee $ 2,851.20 Blue sky fees and expenses $ 2,500.00 Printing and shipping expenses $ 3,500.00 Legal fees and expenses $ 32,000.00 Accounting fees and expenses $ 2,000.00 Transfer and Miscellaneous expenses $ 2,148.80 ------------ Total $ 45,000.00
* All expenses except SEC registration fee are estimated. RECENT SALES OF UNREGISTERED SECURITIES On September 19, 2000, 6,000,000 restricted common shares were issued to our President and director, John M. Hickey for $6,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 2,000,000 restricted common shares were issued to Network Capital Group, Inc., for $2,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 2,000,000 restricted common shares were issued to Powerwave Systems Corp, for $2,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 1,500,000 restricted common shares were issued to Precision Technologies, Ltd., for $1,500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. 36 On September 19, 2000, 500,000 restricted common shares were issued to Apex Holdings Ltd., for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. On September 25, 2000, we issued 6,000,000 restricted common shares to Ambra Resources Group, Inc., to acquire the "officemanagers.net" domain name and a partially constructed website. The domain name and website were valued at $25,000. The transaction was effected pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. On October 20, 2000, 5,000,000 restricted common shares were issued to Siam Oceanic Fund, Ltd., an accredited investor, for $50,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. On January 16, 2001, 1,500,000 restricted common shares were issued to Alan Filson for $1,500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On January 16, 2001, 1,000,000 restricted common shares were issued to John Ray Rask, our Secretary and Treasurer and director for $1,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On January 16, 2001, 1,000,000 restricted common shares were issued to Taurus Corporate Services for $1,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On January 16, 2001, 500,000 restricted common shares were issued to Charles Yourshaw for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. 37 On January 16, 2001, 500,000 restricted common shares were issued to Dr. Kelly Bowman, an accredited investor, for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On January 16, 2001, 1,000,000 restricted common shares were issued to Bluestone, Inc., for $1,000. Wilf Blum, one of our directors, may be deemed to be the beneficial owner of the shares held by Bluestone. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On February 27, 2001, 500,000 restricted common shares were issued to Charles Smith, a director, for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On February 27, 2001, 500,000 restricted common shares were issued to Alfred McLaughlin, a director, for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable state securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. EXHIBIT INDEX
SEC Reference Exhibit No. Document Location - --------- ----------- ------------------------------- --------- 3 3.01 Articles of Incorporation As filed 3 3.02 Amended Articles of Incorporation As filed 3 3.03 By-Laws As filed 4 4.01 Warrant Agency Agreement Attached 4 4.02 Specimen Redeemable "A" Warrant Attached 4 4.03 Specimen Redeemable "B" Warrant Attached 5 5.01 Opinion on Legality Attached 10 10.01 Services Agreement with MediaComm Attached Marketing International, Inc. 38 10 10.02 Fund Impound Agreement Attached 23 23.01 Consents of Accountants Attached 23 23.02 Consent of Counsel Attached as Exhibit 5.01 99 99.01 Specimen Subscription Agreement As Filed UNDERTAKINGS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registration hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred to that section. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to its Articles of Incorporation or provisions of the Nevada Business Corporations Act, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we 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 or not such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. We hereby undertake to: (1) File, during any period in which we offer or sell securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events 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 nay 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information on the plan of distribution. 39 (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 the 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 that remain unsold at the end of the offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 Registration Statement to be signed on its behalf by the undersigned, on June 19, 2001. OFFICE MANAGERS, INC. By: /S/ John M. Hickey -------------------------------- John M. Hickey, President and Director By: /S/ John Ray Rask -------------------------------- John Ray Rask, Secretary/Treasurer and Director 40
EX-4 2 first.txt EXHIBIT 4.01 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT THIS WARRANT AGENCY AGREEMENT (the "Agreement") is dated as of the 17th day of June, 2001, between Office Managers, Inc., a Nevada corporation, (hereinafter called the "Company") and Interwest Transfer Co., Inc., (hereinafter called "Warrant Agent"). W I T N E S S E T H ------------------- WHEREAS, the Company proposes to issue and sell in a registered public offering (the "Offering") a minimum of 200,000 Units up to maximum of 600,000 Units, each Unit consisting of one share of common stock, one "A" warrant and one "B" warrant. The "A" warrant shall be redeemable within one year of the date of issuance to purchase one share of common stock at a price of $.50 per share. The "B" warrant shall be redeemable within five years of the date of issuance to purchase one share of common stock at a price of $1.20 per share (the "Warrants"). The Warrants are subject to certain limitations and restrictions as set forth in this agreement; WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants; NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, it is agreed as follows: SECTION 1. Appointment of Warrant Agent. ----------------------------- The Company hereby appoints the Warrant Agent to act as agent for the Company in connection and accordance with this Agreement, and the Warrant Agent hereby accepts the appointment. SECTION 2. Form of Warrant. ---------------- The text of the Warrants and the form of election to purchase shares to be printed on the reverse thereof shall be substantially as set forth respectively in Exhibit A hereto. The number of shares issuable upon exercise of the Warrants is subject to adjustment on the occurrence of certain events, as described herein. The Warrants shall be executed on behalf of the Company by a manual or facsimile signature of the present or future president, chief executive officer or vice president of the Company, under its corporate seal affixed or in facsimile, and attested to by the secretary or an assistant secretary. Warrants shall be dated as of the date they are issued (the "Effective Date") or as of the date of any exchange by the warrant holder. 1 SECTION 3. Countersignature and Registration. ---------------------------------- The Warrant Agent shall maintain books for the transfer and registration of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof. The Warrants shall be countersigned manually or by facsimile by the Warrant Agent (or by any successor to the Warrant Agent then serving under this Agreement), and shall not be valid for any purpose unless so countersigned. Warrants may be so countersigned, however, by the Warrant Agent, notwithstanding that the person whose manual or facsimile signature appears thereon as the proper officers of the Company have ceased to be such officers at the time of such countersignature and delivery. SECTION 4. Transfers and Exchanges. ------------------------ The Warrant Agent shall not permit the transfer of any Warrant unless authorized in writing by the Company. Warrants which have been canceled shall be delivered upon request by the Warrant Agent to the Company. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant or Warrants of different denominations, of like tenor, and representing in the aggregate the right to purchase a like number of shares of Common Stock. SECTION 5. Exercise of Warrants. --------------------- Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified check to the order of the Company. "A" warrants may be exercised for a period of one year and "B" warrants may be exercised for period of five years from the dat of issuance. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant Price, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant Price; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no 2 obligation or duty to deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due. SECTION 6. Redemption. ----------- The Company shall have the right to redeem the Warrants at any time prior to their conversion upon not fewer than sixty days written notice to the Warrant holder. The Company may call either the Warrants in whole or in part, or may call varying parts of each class at any one time. If a call is made in part with respect to any class, the Warrants called shall be determined by lot. The redemption price for the Warrants shall be $.001 for each Warrant. The "A" Warrants may only be redeemed by the Company at any time after the Common Stock of the Company publicly trades at a bid price above $.50 for a period of ten consecutive trading days. The "B" Warrants may only be redeemed by the Company at any time after the Common Stock of the Company publicly trades at a bid price above $1.20 for a period of ten consecutive trading days. The Company shall request the Warrant Agent to provide written notice to the registered holders of the Warrants selected for redemption, giving the dates as of which such Warrants shall be deemed. The Warrants called for redemption shall not be exercisable after the redemption date. Payment of the Warrant price shall be made by check payable to the registered holder, thereof, on the books of the Warrant Agent. All notices of redemption shall be effected in accordance with the provisions on notice described in Section 12 hereof. SECTION 7. Replacement of Warrant. ----------------------- Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of a Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of the mutilated Warrant, the Company will execute and the Transfer Agent will countersign and deliver, in lieu thereof, a new Warrant of like tenor. SECTION 8. Reservation of Common Stock. ---------------------------- The Company has reserved and shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the purchase price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. The Company will keep a copy of this Agreement on file with 3 the Transfer Agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be required to be paid if the Company elects not to issue fractional shares under Section 11 hereof. Any Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such canceled Warrants shall constitute sufficient evidence of the number of shares of Common Stock which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding. SECTION 9. Warrant Price. -------------- a. "A" Warrant The "A" Warrant price at which Common Stock shall be purchasable shall be $.50 per share at any time during the period commencing from the date of issuance until one year thereafter. b. "B" Warrant The "B" Warrant price at which Common Stock shall be purchasable shall be $1.20 per share at any time during the period commencing from the date of issuance until five years thereafter. SECTION 10. Protection Against Dilution. ---------------------------- a. Adjustment for Subdivisions, Combinations of Dividends. In case the Company shall at any time, or from time to time, after the Effective Date subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, the exercise price of the Warrants in effect immediately prior to the subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in Common Stock, and each share of Common Stock purchasable upon exercise of each Warrant shall be change to the number determined by dividing the then current exercise price by the exercise price as adjusted after the subdivision, combination or dividend payable in Common Stock. b. Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time, after the Effective Date makes or fixes a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then and in each such event provisions shall be made so that each Warrant Holder (the "Holder") shall receive upon exercise of the Warrant, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which the Holder would have received had its Warrant been exercised into Common Stock on the date of such event and had it thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this Section 10 with respect to the rights of the Holder of the Warrant. 4 c. Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable upon the exercise of the Warrants is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets, provided for elsewhere in this Section 10), then and in any such event the Holder shall have the right thereafter, upon exercise of the Warrant, to receive the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change, in an amount equal to the amount that the Holder would have been entitled to have the Holder exercised the Warrant immediately prior to such recapitalization, reclassification or the change, but only to the extent the Warrant is actually exercised, all subject to further adjustment as provided herein. d. Reorganization, Mergers, Consolidations of Sales of Assets. If at any time, or from time to time, there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of the Common Stock provided for elsewhere in this Section 10) or merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder of each Warrant shall thereafter be entitled to receive, upon exercise of each Warrant (and only to the extent such Warrant is exercised), the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a Holder of Common Stock, or other securities, deliverable upon the exercise of the Warrant would otherwise have been entitled on such capital reorganization, merger, consolidation, or sale. SECTION 11. Fractional Interest. -------------------- The Company shall not be required to issue fractions of Common Stock on the exercise of Warrants. If any fraction of a common share would, except for the provisions of this Section, be issuable on the exercise of any Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the current market value of such fraction based upon the current market price of the common share determined in the manner set forth below. For purposes of this Section, the current market price on each day shall be the last reported sales price, regular way, in either case on any national securities exchange on which the Common Stock are listed or admitted to trading, or, if the Common Stock are not listed or admitted to trading on any such exchange, the average of the bid and asked prices on such day as reported on NASDAQ, or if such shares are not then listed on NASDAQ, as furnished by National Quotation Bureau Incorporated or any similar organization selected from time to time by the Company for the purpose. All calculations under this Section shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. SECTION 12. Notices of Warrant Holders. --------------------------- Nothing contained in this Warrant shall be construed as conferring upon any Warrant Holder hereto the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Warrant and prior to its exercise, any of the following events shall occur: 5 a. The Company shall fix a record date of the Holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution; or b. The Company shall offer to the Holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option (except for options to be granted to Company's employees pursuant to a stock option plan approved by the Company's Board of Directors), right or warrant, to subscribe therefor; or c. The Company shall call any of the Warrants for redemption; or d. A merger, consolidation, dissolution, liquidation or winding up of the Company or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; The Company shall give written notice of such event to the Warrant Holder at least thirty (30) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to received such dividend, distribution, convertible or exchangeable securities or subscription rights, entitled to vote on such proposed dissolution, liquidation, winding up or sale, or in the case where Warrants have been called for redemption, the Company shall give written notice of such event to the Warrant Holder at least sixty (60) days prior to the date fixed as a record date. Such notice shall specify such record date, the date of closing the transfer books, or the redemption date, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividends of the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants or any proposed dissolution, liquidation, winding up, sale or redemption. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by U.S. mail, postage prepaid: a. If to any Warrant Holder, to the address of such Holder as shown on the books of the Company; or b. If to the Company, to the address of the Company on the records of the Warrant Agent. The Company shall cause copies of all financial statements and reports, proxy statements and other documents it shall send to its shareholders to be sent by U.S. mail, postage prepaid, on the date of mailing to such shareholder, to each registered Warrant Holder at his address appearing on the Warrant register as of the record date for the determination of the shareholders entitled to such documents. SECTION 13. Disposition of Proceeds on Exercise of Warrants. ------------------------------------------------ a. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently deposit in a special account in a bank designated by the Company for the benefit of the Company all moneys received by the Warrant Agent for the purchase of common Stock through the exercise of such Warrants. b. The Warrant Agent shall keep copies of this Agreement available for inspection by holders of Warrants during normal business hours. 6 SECTION 14. Merger or Consolidation or Change of Name of Warrant Agent. ----------------------------------------------------------- Any corporation or company which may succeed to the business of the Warrant Agent by any merger or consolidation or otherwise to which the Warrant Agent shall be a party, or any corporation or Company succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section 1 of this Agreement. In case at the time any of the Warrants shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrants either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant shall have the full force provided in the Warrant and in this Agreement. SECTION 15. Duties of Warrant Agent. ------------------------ The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Warrant Holders, by their acceptance thereof, shall be bound: a. The statements of fact and recitals contained herein and in the Warrants shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as described in the Warrant Agent or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein expressly provided. b. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrants to be complied with by the Company. c. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. The Company shall be responsible for any reasonable attorney's fees incurred by such action. d. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. e. The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of this Agreement and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgements, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's gross negligence, willful misconduct, or bad faith. 7 f. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof any trial or other proceeding relating thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgement shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear. g. The Warrant Agent and any shareholder, director, officer, partner or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. h. The Warrant Agent shall act hereunder solely as agent and not in a ministerial capacity, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence, willful misconduct or bad faith. i. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct, provided reasonable care had been exercised in the selection and continued employment thereof. j. Any request, direction, election, order or demand of the Company shall be sufficiently evidenced by an instrument signed in the name of the Company by its President or a Vice President or its Secretary or an Assistant Secretary or its Treasurer or an Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Warrant Agent by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. k. In the event any dispute arises between the Company, Warrant Holder and/or the Warrant Agent, the Warrant Agent shall have the right, in its sole discretion, to file an action in interpleader in the state courts of Utah at the expense of the Company. SECTION 16. Change of Warrant Agent. ------------------------ The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrants. If the 8 Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, right, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. SECTION 17. Indemnity of Transfer Agent. ---------------------------- Forthwith upon the appointment of any Transfer Agent for the Common Stock or of any subsequent transfer agent for Common Stock or other shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent. SECTION 18. Supplements and Amendments. --------------------------- The Company and the Warrant Agent may, from time to time, supplement or amend this Agreement without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provisions contained herein which may be defective or inconsistent with any other provisions in regard to matters or questions arising thereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not be inconsistent with the provisions of the Warrants and which shall not adversely affect the interests of the holders of Warrants. SECTION 19. Successors. ----------- All the covenants, agreements, representations and warranties contained in this Agreement shall bind the parties hereto and their respective heirs, executors, administrators, distributes, successors and assigns. SECTION 20. Change; Waiver. --------------- Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. SECTION 21. Headings. --------- The section headings in this Agreement are inserted for the purpose of convenience only and shall have no substantive effect. SECTION 22. Law Governing. -------------- This Agreement shall for all purposes be construed and enforced in accordance with, and governed by, the internal laws of the State of Utah, without giving effect to principles of conflict of laws. 10 The parties hereto have caused this Agreement to be signed as of the date first above written.. OFFICE MANAGERS, INC. INTERWEST TRANSFER CO., INC. By: /S/ John M. Hickey By: /S/ Kurt Hughes ------------------ --------------- Name: John M. Hickey Name: Kurt Hughes Title: President Title: President 11 EX-4 3 second.txt EXHIBIT 4.02 SPECIMEN REDEEMABLE "A" WARRANT REDEEMABLE "A" WARRANT WARRANT TO PURCHASE _______________SHARE OF COMMON STOCK OFFICE MANAGERS, INC. This certified that, for the value received______________________, the registered holder hereof or its assigns ( the "Warrant Holder") is entitled to purchase from Office Managers, Inc., a Nevada corporation (the "Company") at any time from _____________to ______________, at the purchase price of $.50 per share (the "Warrant Price"), the number of shares of Common Stock, par value $.001, of the Company set forth above. The number of shares purchasable upon exercise of this Warrant and the Warrant Price per share shall be subject to adjustment from time to time as set forth in the Warrant Agency Agreement referred to below. The Warrant may be exercised in whole or in part by presentation of this Warrant with the Purchase Form, duly executed and simultaneous payment of the Warrant Price (subject to adjustment) at the principal office of the Company at 136 East South Temple, Suite 1600. Payment of such price shall be made at the option of the Warrant Holder in cash or by certified funds. The Company shall not permit the exercise of any redeemable "A" Warrants until a registration statement is in effect for the common shares to be purchased upon the exercise of the Warrants pursuant to the Warrant Agency Agreement. This Warrant evidences the right to purchase an aggregate of up to ___________shares of Common Stock, $.001 par value, of the Company and is issued under and in accordance with a Warrant Agency Agreement dated as of ____________________ (the "Warrant Agency Agreement"), between the Company and Interwest Transfer Company, Inc., which is incorporated by reference, and is subject to the terms and provisions contained in the Warrant Agency Agreement, to all of which the Warrant Holder of this Warrant by acceptance hereof consents. This "A" Warrant is redeemable by the Company, in whole or in part, upon thirty days notice to the Warrant Holder, at the price of $.001 per warrant (the "Redemption Price). The Company shall have the right to redeem warrants at the redemption price only if a registration statement for the shares underlying the warrants has been given an effective date by the Securities and Exchange Commission and the bid for the Company's publicly traded Common shares is above $.50 for ten consecutive trading days. Upon any partial exercise of this Warrant, there shall be signed and issued to the Warrant Holder hereof, a new Warrant in respect to the Shares as to which this Warrant shall not have been exercised. This Warrant may be exchanged at the office of the Company by surrender of this Warrant, properly endorsed, for one or more new Warrants to purchase the same aggregate number of shares represented by the Warrants exchanged. No fractional shares will be issued hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. This Warrant is transferable at the office of the Company in the manner and subject to the limitations set forth in the Warrant Agency Agreement. This Warrant does not entitle any Warrant Holder to any of the rights of a stockholder of the Company. Dated:________________________ OFFICE MANAGERS, INC. By: ______________________________ John Hickey, President Attest:________________________ ASSIGNMENT (Form of Assignment to be Executed if the Warrant Holder Desires to Transfer Warrants Evidenced Hereby) FOR VALUE RECEIVED, ____________________________________________hereby sells, assigns and transfers to ___________________________________________________________ ________________________________________________ (Please insert social security or other identifying number) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name and address including zip code.) __________________________________________________________________________ Warrants represented by this Warrant Certificate and does hereby irrevocably constitute and appoint __________________________________________________________________________ Attorney, to transfer said Warrants on the books of the Warrant Agent with full power of substitution in the premises. Dated:____________________________ _____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) Signature Guaranteed: _________________________________ PURCHASE FORM (Form of Exercise to be Executed if the Warrant Holder Desires to Exercise Warrants Evidenced Hereby) Warrant Agent: The Undersigned hereby irrevocably elects to exercise_______________________Warrants represented by this Warrant Certificate ant to purchase thereunder the full number of Share issuable upon exercise of such Warrants and encloses $______________________as the purchase price therefor, and requests that certificated for such Shares shall be issued in the name of, and cash for any fractional Shares shall be paid to, _____________________________________________ (Please insert social security or other identifying number) ____________________________________ ____________________________________ ____________________________________ (Please print name and address including zip code.) __________________________________________________________________________ and, if said number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the unexercised number of Warrants evidenced by this Warrant Certificate, be delivered to the Warrant Holder except as such unexercised number of Warrants may be assigned under the form of Assignment appearing hereon. Dated: _______________________________________ Signature (Signature must conform in all respects to name of the Warrant Holder as specified on the face of this Warrant Certificate) Signature Guaranteed: ____________________________________ NOTICE: Signature must be medallion signature guaranteed by a commercial bank or member firm of one of the following stock exchanges: New York Stock Exchange, Pacific Stock Exchange or American Stock Exchange EX-4 4 third.txt EXHIBIT 4.03 SPECIMEN REDEEMABLE "B" WARRANT REDEEMABLE "B" WARRANT WARRANT TO PURCHASE _______________SHARE OF COMMON STOCK OFFICE MANAGERS, INC. This certified that, for the value received______________________, the registered holder hereof or its assigns ( the "Warrant Holder") is entitled to purchase from Office Managers, Inc., a Nevada corporation (the "Company") at any time from _____________to ______________, at the purchase price of $1.20 per share (the "Warrant Price"), the number of shares of Common Stock, par value $.001, of the Company set forth above. The number of shares purchasable upon exercise of this Warrant and the Warrant Price per share shall be subject to adjustment from time to time as set forth in the Warrant Agency Agreement referred to below. The Warrant may be exercised in whole or in part by presentation of this Warrant with the Purchase Form, duly executed and simultaneous payment of the Warrant Price (subject to adjustment) at the principal office of the Company at 136 East South Temple, Suite 1600. Payment of such price shall be made at the option of the Warrant Holder in cash or by certified funds. The Company shall not permit the exercise of any Redeemable "B" Warrants until a registration statement is in effect for the common shares to be purchased upon the exercise of the Warrants pursuant to the Warrant Agency Agreement. This Warrant evidences the right to purchase an aggregate of up to ___________shares of Common Stock, $.001 par value, of the Company and is issued under and in accordance with a Warrant Agency Agreement dated as of ____________________ (the "Warrant Agency Agreement"), between the Company and Interwest Transfer Company, Inc., which is incorporated by reference, and is subject to the terms and provisions contained in the Warrant Agency Agreement, to all of which the Warrant Holder of this Warrant by acceptance hereof consents. This "B" Warrant is redeemable by the Company, in whole or in part, upon thirty days notice to the Warrant Holder, at the price of $.001 per warrant (the "Redemption Price). The Company shall have the right to redeem warrants at the redemption price only if a registration statement for the shares underlying the warrants has been given an effective date by the Securities and Exchange Commission and the bid for the Company's publicly traded Common shares is greater than $1.20 for ten consecutive trading days. Upon any partial exercise of this Warrant, there shall be signed and issued to the Warrant Holder hereof, a new Warrant in respect to the Shares as to which this Warrant shall not have been exercised. This Warrant may be exchanged at the office of the Company by surrender of this Warrant, properly endorsed, for one or more new Warrants to purchase the same aggregate number of shares represented by the Warrants exchanged. No fractional shares will be issued hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. This Warrant is transferable at the office of the Company in the manner and subject to the limitations set forth in the Warrant Agency Agreement. This Warrant does not entitle any Warrant Holder to any of the rights of a stockholder of the Company. Dated:________________________ OFFICE MANAGERS, INC. By: ______________________________ John Hickey, President Attest:________________________ ASSIGNMENT (Form of Assignment to be Executed if the Warrant Holder Desires to Transfer Warrants Evidenced Hereby) FOR VALUE RECEIVED, ____________________________________________hereby sells, assigns and transfers to ___________________________________________________________ ________________________________________________ (Please insert social security or other identifying number) ________________________________________________ ________________________________________________ ________________________________________________ (Please print name and address including zip code.) _________________________________________________________________________ Warrants represented by this Warrant Certificate and does hereby irrevocably constitute and appoint _________________________________________________________________________ Attorney, to transfer said Warrants on the books of the Warrant Agent with full power of substitution in the premises. Dated:____________________________ _____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) Signature Guaranteed: _________________________________ PURCHASE FORM (Form of Exercise to be Executed if the Warrant Holder Desires to Exercise Warrants Evidenced Hereby) Warrant Agent: The Undersigned hereby irrevocably elects to exercise_______________________Warrants represented by this Warrant Certificate ant to purchase thereunder the full number of Share issuable upon exercise of such Warrants and encloses $______________________as the purchase price therefor, and requests that certificated for such Shares shall be issued in the name of, and cash for any fractional Shares shall be paid to, _____________________________________________ (Please insert social security or other identifying number) ____________________________________ ____________________________________ ____________________________________ (Please print name and address including zip code.) __________________________________________________________________________ and, if said number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the unexercised number of Warrants evidenced by this Warrant Certificate, be delivered to the Warrant Holder except as such unexercised number of Warrants may be assigned under the form of Assignment appearing hereon. Dated: _______________________________________ Signature (Signature must conform in all respects to name of the Warrant Holder as specified on the face of this Warrant Certificate) Signature Guaranteed: ____________________________________ NOTICE: Signature must be medallion signature guaranteed by a commercial bank or member firm of one of the following stock exchanges: New York Stock Exchange, Pacific Stock Exchange or American Stock Exchange EX-5 5 fourth.txt EXHIBIT 5.01 OPINION ON LEGALITY POULTON & YORDAN ATTORNEYS AT LAW 136 EAST SOUTH TEMPLE, SUITE 1700-A SALT LAKE CITY, UTAH 84111 Richard T. Ludlow Telephone: (801) 355-1341 Fax: (801) 355-2990 June 18, 2001 Board of Directors Office Managers, Inc. 136 E. South Temple, Suite 1600 Salt Lake City, Utah 84111 Re: Opinion and Consent of Counsel with respect to Registration Statement on Form SB-2 for Office Managers, Inc. Gentlemen: You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of the Company pursuant to the filing of a registration statement on Form SB-2 with the Securities and Exchange Commission. The proposed offering and public distribution relates to a minimum offering of 2,000,000 units and a maximum offering of 6,000,000 units to be offered and sold to the public at a price of $.10 per unit. Each unit shall consist of one share of common stock, $.001 par value, one A warrant to purchase an additional share of common stock for $.50 and one B warrant to purchase an additional share of common stock for $1.20. It is our opinion that the securities offered pursuant to this SB-2 registration statement, when issued in accordance with the terms and conditions set forth therein, will be duly authorized, validly issued, fully paid and nonassessable shares of common stock of the Company in accordance with the corporation laws of the State of Nevada. We consent to be named by the Company in the registration statement and prospectus included therein. We also consent to the Company filing this legality opinion as an exhibit to the registration statement. Very truly yours, POULTON & YORDAN /s/ Richard T. Ludlow Richard T. Ludlow Attorney at Law EX-10 6 fifth.txt EXHIBIT 10.01 SERVICES AGREEMENT WITH MEDIACOMM SERVICES AGREEMENT This Services Agreement is made and entered into this 22nd day of May 2001, by and between Office Managers, Inc., 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 a Nevada corporation (the "Company"), and MediaComm Marketing International, Inc., 925 W. Kenyon Ave. Suite 15, Englewood, Colorado, 80110 ("MediaComm"). RECITALS MediaComm is in the business of website and portal development, hosting and maintenance, public and investor/broker relations, mass media campaigns and lead generation, and has experience in consulting with start-up and developing companies. MediaComm is willing and desires to provide services to the Company, and the Company is willing to engage the services of MediaComm, upon the terms, covenants and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. Engagement of MediaComm. The Company agrees to retain the services of MediaComm on the following matters and MediaComm hereby agrees to provide the following services: A. Website/Portal Development, Hosting and Maintenance. ------------------------------------------------------- i) MediaComm will design and construct the Company's website/portal from inception through development relying primarily on commercially available licensed technologies under the name. This will include leading the design process and creating the technical and business model through the application of the web solutions using the current best web technologies. The Company's website/portal will be fully operational within eight months from the date of this Agreement. ii) Following design and construction of the Company's website/portal, MediaComm will provide ongoing hosting and maintenance services as more fully set forth in Exhibit A to this Agreement. B. Analyst, Money Managers, Broker and Market Maker Relations. --------------------------------------------------------------- i) MediaComm will undertake a turnkey financial public relations campaign aimed at increasing awareness of the Company among the financial community, including financial analysts, money managers, brokers and market makers. This campaign will include, but not be limited to: preparing and releasing appropriate press releases, preparing and mailing due diligence kits to money managers, brokers and market makers and to each analyst currently analyzing the industries in which the Company competes on at least a semi-annual basis; make personal introductions to at least 20 different analysts, money managers, brokers and market makers and analysts. MediaComm will also be available to handle all calls from analysts, money managers, brokers and market makers and to respond to all requests for information. MediaComm will not violate any federal or state securities laws in its dealings with analysts, money managers, brokers and market makers, and will advise the Company as to compliance with federal and state securities laws in all communications with these groups. 1 C. Mass Media Campaign ----------------------- i) MediaComm will create, implement and carry out a mass media campaign aimed at increasing awareness of the Company and its website/portal among the office manager community and driving traffic to the Company's website/portal. In creating this campaign, MediaComm will perform appropriate market research to assure the campaign will reach the office manager community. As part of its market research and media campaign, MediaComm will create a customized database compiling relevant information such as names, addresses, phone numbers, e-mail addresses and relevant market information. MediaComm will perform direct mailings, direct e-mailings and other directed advertising activities on a monthly basis. MediaComm may also produce and air 30 and 60 second or longer radio and television advertising commercials in all appropriate regional or national markets. D. Lead Generation. -------------------- i) MediaComm will undertake an intensive lead generation campaign via direct phone contacting, direct mailing, direct e-mailing and by establishing relationships with appropriate professional organizations, to locate, screen and enroll suitable credit and collections professionals to participate in the Company's network. MediaComm will also develop a database, meeting the Company's specifications, to accommodate necessary information regarding collections professionals contacted and enrolled in the Company's network. All services rendered by MediaComm shall be performed subject to the supervision and direction of the Company Board of Directors. All services shall be rendered to the Company by MediaComm as an independent contractor and not as an employee of the Company. 2. Term. The term of this Agreement shall be for a period of two years commencing on the 22nd day of May, 2001, unless terminated earlier pursuant to Section 6 below; provided, however, that MediaComm's obligations regarding confidentiality in Section 5 below and Company's obligation to compensate MediaComm as set forth in Section 4 below shall continue in effect after such termination. 2 3. MediaComm's Devotion of Time. MediaComm hereby agrees to provide sufficient employees, to complete the prompt and faithful performance of the duties assigned to it by the Company. The Company acknowledges and agrees that MediaComm may act as a consultant or in any other capacity with other firms or business ventures without the consent or approval of the Company, unless such other persons compete directly or indirectly with the Company, in which case MediaComm must obtain the prior written consent of the Company. 4. Compensation; Reimbursement. As compensation to MediaComm for the services to be rendered to the Company, the Company agrees: (a) MediaComm will be compensated $1,000 per month payable on the first day of the month commencing June 1, 2001. (b) MediaComm will be reimbursed for all reasonable costs advanced to the Company including, but not limited, to press release fees, media placements and travel costs of broker/dealer meetings attended by representatives of MediaComm and the Company. 5. Confidentiality of Trade Secrets and Other Materials. 5.1 Trade Secrets. Other than in the performance of its duties hereunder, MediaComm agrees not to disclose, either during the term of this Agreement with the Company or at any time thereafter, to any person, firm or corporation any information concerning the business affairs, the trade secrets, intellectual property, service provider network, customer lists or similar information of the Company. Any technique, method, process or technology used by the Company shall be considered a "trade secret" for the purposes of this Agreement. 5.2 Ownership of Trade Secrets; Assignment of Rights. MediaComm hereby agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, service provider lists, client files, service provider files and materials made by it or by the Company are the property of the Company and shall not be used by it in any way adverse to the Company's interests. MediaComm shall not deliver, reproduce or in any way allow such documents or things to be delivered or used by any third party without specific direction or consent of the Board of Directors of the Company or its executive committee. 6. Patents and Inventions. All materials, and any inventions (whether or not patentable) works of authorship, trade secrets, ideas, concepts and trade or service marks (collectively "Inventions") created, conceived or prepared by MediaComm in the performance of its duties herein, shall belong exclusively to the Company. MediaComm hereby assigns all Inventions to the Company, and its assigns, except for works of hire which do not require an assignment to vest ownership in the Company. To the extent copyrights exist in any works of authorship, such works shall be deemed, to the extent legally permitted, to be works of authorship, such works made for hire as that term is used in the Copyright Act of 1976. We may, at our option but at our expense, seek protection for any Invention by obtaining patents, copyright registrations, trademark registrations, and/or other recordations, registrations and filings related to proprietary or intellectual property rights. MediaComm agrees at no charge to execute, and to cause your employees to execute such documents including such further assignments, applications and conveyances and supply such information as we shall request, in order to permit us or our assigns to protect, perfect, register, record and maintain our rights in the Inventions and effective ownership of the throughout the world. 3 7. Termination. 7.1 Basis for Termination. This Agreement may be terminated on the occurrence of any one or more of the following events: (1) Any material breach of this Agreement, which remains uncured for a period of 10 days after delivery of notice of default by the non-defaulting party. (2) By mutual agreement of the parties. (3) Either party may terminate their services hereunder by giving the other party 30 days prior written notice, which termination shall be effective on the 30th day following such notice. 8. Miscellaneous. 8.1 Transfer and Assignment. This Agreement is personal as to MediaComm and shall not be assigned or transferred by MediaComm without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their respective permitted heirs, personal representatives, successors and assigns. 8.2 Independent Contractor. All the Services shall be performed by you as an independent contractor. You are not our employee, partner, joint venturer or agent. You shall not make any representations or commitments on our behalf without our prior written consent. 8.3 Severability. Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation, or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect. 8.4 Governing Law. This Agreement is made under and shall be construed pursuant to the laws of the State of Utah. 8.5 Compliance with Laws. MediaComm shall fully comply with all laws, ordinances, rules and regulations which are applicable to the performance of your services. MediaComm agrees to indemnify and hold the Company harmless from all claims, damages and expenses (including but not limited to actual attorneys's fees) resulting from your failure to comply. 4 8.6 Counterparts. This Agreement may be executed in several counterparts and all documents so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties did not sign the original or the same counterparts. 8.7 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein. 8.8 Modification. This Agreement may be modified, amended, superseded, or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the party or parties to be bound by any such modification, amendment, supersession, cancellation, or waiver. 8.9 Attorneys' Fees and Costs. In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its attorneys' fees and court costs incurred in litigating or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment. In construing this Agreement, none of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same. 8.10 Waiver. The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this Agreement by the other party, shall not constitute or be deemed as a waiver of any other right under this Agreement or of any other failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature. 8.11 Cumulative Remedies. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one or such rights or remedies shall not be deemed a waiver of, or an election to exercise, any other such right or remedy. 8.12 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement. 8.13 Notices. Any notice under this Agreement must be in writing, may be telecopied, sent by express 24-hour guaranteed courier, or hand-delivered, or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage-prepaid and registered or certified with a return receipt requested. The addresses of the parties for the receipt of notice shall be as follows: 5 If to the Company: Office Managers, Inc. 136 East South Temple, Suite 1600 Salt Lake City, Utah 84111 With a copy to: Poulton & Yordan 136 East South Temple, Suite 1700-A Salt Lake City, Utah 84111 If to Consultant: MediaComm Marketing International, Inc. 925 W. Kenyon Ave. Suite 15 Englewood, Colorado, 80110 Each notice given by registered or certified mail shall be deemed delivered and effective on the date of delivery as shown on the return receipt, and each notice delivered in any other manner shall be deemed to be effective as of the time of actual delivery thereof. Each party may change its address for notice by giving notice thereof in the manner provided above. 8.14 Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on MediaComm and the Company. 8.15 Effective Date. This Agreement shall become effective as of the date set forth on page one when signed by MediaComm and the Company. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above. Office Managers, Inc. MediaComm Marketing International, Inc. By:/s/ John M. Hickey By:/s/ Don Montague ------------------ ---------------- Its: President Its: President --------- --------- 6 EX-10 7 sixth.txt EXHIBIT 10.02 FUND IMPOUND AGREEMENT FUND IMPOUND AGREEMENT NAME OF ISSUER: OFFICE MANAGERS, INC. ESCROW NUMBER BB384-6 DATE FILED -------- -------- EXPIRATION DATE OTHER -------- -------- THE OFFICERS AND DIRECTORS OF OFFICE MANAGERS, INC. HEREBY AGREE TO DELIVER, BY NOON OF THE BUSINESS DAY AFTER RECEIPT, and with names and addresses of investors at time deposit is made, funds to be applied to an escrow account in the amount of: To: Brighton Bank $200,000 ------------- -------- Bank Name Amount 311 South State Street Salt Lake City, Utah 84111 ---------------------- -------------------- -------- Address City & State Zip Code As escrow agent, the papers, money, or property hereinafter described, to be held and disposed of by said escrow agent in accordance with the duties, instructions, and upon the terms and conditions hereinafter set forth to which the undersigned hereby agree: 1. Above named bank (hereinafter called the "Bank") is not a party to, or bound by any agreement which may be evidenced by or arises out of the following instructions. 2. The Bank and its officers, agents, and employees, act hereunder as a depository only, and are not responsible or liable in any manner whatever for serving as escrow agent in this matter or for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same. 3. The Bank shall not be required to take or be bound by notice of any default by any person, or to take any action with respect to such default involving any expense or liability, unless notice in writing is given an officer of the Bank of such default by the undersigned or any of them, and unless it is indemnified in a manner satisfactory to it against any such expense or liability. 4. The Bank shall be protected in acting upon any notice, request, waiver, consent, receipt or other paper or document believed by the Bank to be genuine and to be signed by the proper party or parties. 5. The Bank shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct. 1 6. The Bank shall not be answerable for the default or misconduct of any agent, attorney, or employee acting on behalf of the Issuer. 7. In the event of any disagreement between the undersigned(s) or any of them, and/or the person or persons named in the foregoing instructions, and/or any other person, resulting in adverse claims and demands being made in connection with or for any papers, money or property involved herein or affected hereby, the Bank shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so refusing the Bank may make no delivery or other disposition of any money, papers or property involved herein or affected hereby and in so doing the Bank shall not be or become liable to the undersigned or any of them or to any person named in the foregoing instructions for its failure or refusal to comply with such conflicting or adverse demands; and the Bank shall be entitled to continue so to refrain and refuse so to act until: a. The rights of the adverse claimants have been finally adjudicated in the court assuming and having jurisdiction of the parties and the money, papers and property involved herein or affected hereby; and/or b. All differences shall have been adjusted by agreement and the Bank shall have been notified thereof in writing signed by all of the interested parties. 8. The papers, documents, money or property subject to this escrow (if other than already named) include such items as may be described on attached schedules, if any. 9. The other duties of the Bank under the terms of this agreement (if other than already named) include such items as may be described on attached schedules, if any. 10. The Bank will be named as depository only and has not passed in any way upon the merits or qualifications of the security and makes no recommendation with regard to its purchase. The Bank does not authorize the use of its name by any person for the promotion or sale of the security. 11. Special requirements: 12. Fees for the usual services of the Bank under terms of this agreement shall be Seven Hundred and Fifty Dollars ($750). a. In the event the fees charged and due the Bank remain unpaid for a period of one year, the Bank shall have the right, and is hereby authorized in its role and absolute discretion to discontinue the escrow, terminate all duties hereunder, close all accounting or other records, and to destroy all documents, records and files or to retain such items in a dormant account status subject to the laws of the State in which they are located. b. All fees charged shall be paid as follows: Brighton Bank 311 South State Street Salt Lake City, Utah 84111 2 c. For fee for any check issued in refunding to subscribers see (13b). f. In addition to the escrow fee paid or agreed upon at the inception of this escrow, the parties agree to pay a reasonable compensation for any extra services rendered or incurred by the Bank including a reasonable attorney's fee if disputes arise or litigation is threatened or commences which requires the Bank to refer such dispute to its attorneys. 13. If a minimum of $200,000 is not deposited with the Bank within 90 days from the effective date of the Offering, or within an additional period of thirty days if extended by the Company. a. Issuer shall request termination of escrow and the Bank shall refund to investors the full amount of investment. b. Issuer agrees to pay a fee of $5.00 per check for this service. 14. When 100% or more has been deposited with the escrow agent, and all escrow requirements have been met, the issuer shall request a release from the Bank setting forth how funds are to be released pursuant to the terms of the Offering. 15. After release of escrow, the duties, responsibilities and liability of every kind and character under the escrow agreement shall cease and terminate. Signed (Issuer) Office Managers, Inc. By (Its President) _________________________ Signed (Bank) By (Officer) 3 EX-23 8 seventh.txt EXHIBIT 23.01CONSENTS OF ACCOUNTANTS ANDERSEN, ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202 Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106 Member SEC Practice Section of the AICPA Telephone 801 486-0096 Fax 801 486-0098 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Office Managers, Inc. We hereby consent to the use of our report dated June 6, 2001, for the period ended April 30, 2001 to be included in the form SB2 in accordance with Section 12 of the Securities Exchange Act of 1933. June 22, 2001 /s/ Andersen Andersen and Strong, L.C. Salt Lake City, Utah -------------------------------------- Andersen Andersen and Strong, L.C. EX-99 9 eighth.txt EXHIBIT 99.01 SPECIMEN SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT OFFICE MANAGERS, INC. (A Nevada Corporation) 136 East South Temple, Suite 1600 Salt Lake City, Utah 84111 The prospective purchaser who is signing below hereby tenders this Purchase Offer and applies for the purchase of the number of units of common stock, $.001 par value, set forth below, in Office Managers, Inc., (hereinafter "Corporation") at a price of $.10 per share and encloses a check payable to "Brighton Bank as Escrow Agent for Office Managers, Inc." in the amount set forth below for such units. The prospective purchaser understands that such funds will be held by Brighton Bank, 311 South State Street, Salt Lake City, Utah 84111, as Escrow Agent for a period of up to 120 days (or an additional 60 days if so extended by the Company, for a total of 180 days), from the date of the Prospectus or until such time when 2,000,000 units have been purchased. The prospective purchaser further understands that such funds will be returned promptly to the prospective purchaser in the event that at least 2,000,000 units are not purchased and the payments therefor are not made within 210 days from the date of the Prospectus. The prospective purchaser hereby acknowledges receipt of a copy of the Prospectus. The prospective purchaser further hereby represents and warrants as follows: (1) He has carefully read the Prospectus and has relied solely upon the Prospectus and investigations made by him or by his purchaser representative in making the decision to purchase the units. (2) The prospective purchaser is aware that the units represent a high risk of speculation and has carefully read and considered the material set forth and particularly the materials in the "Risk Factors" of the Prospectus. (3) He, if a person, is at least 21 years of age and , whether or not a person, has adequate means of providing for his current needs and personal or other contingencies and has no need for liquidity in his investments. (4) He understands that this purchase offer does not become a purchase agreement unless the check submitted with the purchase offer is promptly paid by the bank upon which it is drawn and until the offer is accepted by a duly authorized officer or agent of the Company. The Company may accept or reject any or all of the offer. (5) He hereby acknowledges and agrees that he is not entitled to cancel, terminate or revoke this purchase offer or any agreements of the prospective purchaser hereunder and that such purchase agreements shall survive death, disability or transfer of control of the prospective purchaser. Dollar Amount of Purchase Offer: ------------------------------------ Number of Units of Purchase Offer: ------------------------------------ Special Instructions: ------------------------------------ - --------------------------------- ------------------------------------ Name of Prospective Purchaser Home Telephone Number ------------------------------------ Business Telephone Number - --------------------------------- Residence Street Address, if a person, or Principal Office Address, if a business - ------------------------------------------------- City State Country Zip Code - ------------------------------------------------- Mailing Address (If different) - ------------------------------------------------- Taxpayer Identification or Social Security Number ------------------------------------ Signature Prospective Purchaser Accepted by Office Managers, Inc. - ---------------------------------- Signature of Officer or Agent Date: ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----