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EX-5.1 - OPINION - China PharmaHub Corp. | ex5-1.htm |
EX-23.1 - CONSENT - China PharmaHub Corp. | ex23-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
Amendment
No. 4
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
World
Wide Relics, Inc.
(Name of
Small Business Issuer in its Charter)
Nevada | 4911 | 20-2208821 | ||
(State
or other jurisdiction
of
incorporation)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
___________________
World
Wide Relics Inc.
817 West
End Avenue, Suite 3C
New York,
New York 10025
(646)
259-1009
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
World
Wide Relics Inc.
817 West
End Avenue, Suite 3C
New York,
New York 10025
(646)
259-1009
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
Copies of
communications to:
Roger L.
Fidler, Esq.
225
Franklin Avenue
Midland
Park, New Jersey 07432
Telephone
No.: (201) 670-0881
Facsimile
No.: (201) 670-0888
Approximate
Date of Proposed Sale to the Public:
As soon
as practicable and from time to time after the effective date of this
Registration Statement.
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box
|
[X]
|
If
this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box
|
[
]
|
If
this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following
|
[
]
|
If
this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box
|
[
]
|
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box
|
[
]
|
Large
Accelerated Filer ☐
Accelerated Filer ☐
Non-Accelerated Filer ☐
Smaller reporting Company o
(Do
not check if a smaller reporting
company)
|
CALCULATION
OF REGISTRATION FEE
Title
of Each
Class
of
Securities
To Be
Registered
|
Amount
to be registered [2]
|
Proposed
Maximum
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
[1]
|
Common
Stock
|
6,478,559
|
$0.05
|
$0.05
|
$18.08
|
1.
|
Estimated
in accordance with Rule 457(c) solely for the purpose of calculating the
registration fee.
|
2.
|
Consists
of Common Stock of World Wide Relics, Inc. to be distributed pro-rata to
Classic Costume Company, Inc. holders of record as of November 1,
2008 (the “Spin-off Record Date”) to effect a spin-off of our shares.
The Classic Costume Company, Inc. shareholders will not be charged
or assessed for the World Wide Relics, Inc. Common Stock, and World Wide
Relics, Inc. will receive no consideration for the distribution of the
foregoing shares in the spin-off. There currently exists no market
for World Wide Relics, Inc. Common
Stock.
|
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 or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Subject
to Completion, dated October __, 2009
World
Wide Relics, Inc.
Spin-Off
of World Wide Relics, Inc. by the Distribution of
6,478,559 Shares of Common Stock and the Resale
by the Selling Shareholders
of
1,478,559 shares of common stock
817 West
End Avenue, Suite 3C
New York,
New York 10025
(646)
259-1009
We are
furnishing this Prospectus to the shareholders of Classic Costume Company, Inc.,
(“CCUC”), a Delaware corporation that is acting as underwriter and a selling
shareholder in this offering.
CCUC owns
the shares of World Wide Relics, Inc. (“WWR” or “our” or “we”).
Shareholders of CCUC will receive one (1) of our shares for every two
(2) shares of CCUC, which they owned on November 1, 2008, the record date of the
distribution. Fractional shares will be rounded up to the next whole
share. These distributions will be made within two (2) days of the date of
this Prospectus. In addition the 1,478,559 shares of common stock which
form that portion of the spun off shares not owned by the controlling
shareholder are being registered for resale. WWR, is bearing all costs incurred
in connection with this distribution.
MARKET
FOR THE SHARES
Before
this offering, there has been no public market for our common stock and our
common stock is not listed on any stock exchange or on the over-the-counter
market. This distribution of our common shares is the first public
distribution of our shares. It is our intention to seek a market maker to
publish quotations for our shares on the OTC Electronic Bulletin Board
(“Bulletin Board”). VFinance has agreed to be our primary market
maker on the Bulletin Board. We can provide no assurance to you that a
public market for our shares will develop and if so, what the market price of
our shares may be.
The
securities offered in this Prospectus involve a high degree of risk. YOU SHOULD CAREFULLY CONSIDER THE
FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE
4.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TABLE
OF CONTENTS
Questions
and Answers about the Spin-Off
Prospectus
Summary
Summary
Financial Data
Risk
Factors
Spin
Off and Plan of Distribution
Description
of Business
Business
of WWR
Business
Plan Implementation
Technology
Products
Merchandising
and Internet/Direct Commerce
Competition
Management’s
Discussion and Analysis
Off-Balance
Sheet Arrangements
Inflation
Management
Executive
Compensation
Certain
Related Transactions
Security
Ownership of Certain Beneficial Owners And
Management
Selling
Shareholders and Plan of Distribution
Federal
Income Tax Consequences
Shares
Eligible for Future Sale
Use
of Proceeds
Description
of Securities
Interest
of Named Experts and Counsel
Transfer
Agent
Legal
Matters
Experts
Description
of Property
Litigation
Where
You Can Find More Information
Financial
Statements
Notes
to the Financial Statements
|
2
3
4
5
15
18
18
19
20
20
21
21
21
31
31
31
32
33
33
28
37
39
39
40
40
41
41
41
41
41
43
45
(F-2)
51
(F-6)
|
1
Questions
And Answers About The Spin-Off
Q: How Many World Wide Relics, Inc.
Shares Will I Receive?
A: WWR
will distribute to you one (1) share of our common stock for every two (2)
shares of CCUC, you owned on the record date of November
1, 2008. Fractional shares will be rounded up to the next whole
share.
Q: What Are Shares Of World Wide Relics,
Inc. Worth?
A: The
value of our shares will be determined by their trading price after the
spin-off. We do not know what the trading price will be and we can
provide no assurances as to value.
Q: What Will World Wide Relics,
Inc. do After The Spin-Off?
A: The
Company’s business will not change as a result of this
transaction. We are currently in the development stage.
Q: Will World Wide Relics,
Inc. Shares Be Listed On a National Stock Exchange Or The NASDAQ
Stock Market?
A: Our
shares will not be listed on any national stock exchange or the NASDAQ Stock
Market. It is our hope that the shares will be quoted by one or more
market makers on the Bulletin Board.
Q: What Are The Tax Consequences To Me
Of The Spin-Off?
A: We
do not believe that the distribution will qualify as a tax-free spin-off under
U.S. tax laws. Consequently, the total value of the distribution, as
well as your initial tax basis in our shares, will be determined by the fair
market value of our common shares at the time of the spin-off. A
portion of this distribution will be taxable to you as a dividend and the
remainder will be a tax-free reduction in your basis in your CCUC
shares.
Q: What Do I Have To Do To Receive My
World Wide Relics, Inc. Shares?
A: No
action by you is required. You do not need to pay any money or
surrender your CCUC common shares to receive our common shares. We
will mail your WWR shares to your record
address as of the record date.
2
PROSPECTUS
SUMMARY
This
Prospectus Summary highlights selected information contained elsewhere in this
Prospectus. You should rely only on the information contained in this
prospectus. We have not, and CCUC has not, authorized anyone to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. CCUC and we believe
that the information contained in this prospectus is accurate as of the date on
the cover. Changes may occur after that date; CCUC and we may not update
this information except as required by applicable law. You should read the
following summary together with the more detailed information regarding our
Company and the shares of common stock being sold in this offering.
WWR was
formed as a Nevada corporation on January 18, 2005. We are a development
stage corporation formed to market a unique line of historical costumes and
reenactment clothing lines through our website with the registered domain name
of WorldWideRelics.Com. To date, we have marketed a range of historical
uniforms known as “Britain in the 1930’s”. We have sold these
items to the growing market of worldwide enthusiasts and collectors through our
internet platform and on eBay Inc. We intend to market new ranges of
products covering the American Civil War reenactment market by marketing a range
of high quality uniforms for both the Union and Confederate Civil War
Re-enactor. This range includes both uniforms as well as accoutrements
such as boots, belts, and back packs produced to what we believe is a museum
quality standard. The final sales entry point is the marketing of the
Civil war memorabilia, to the domestic consumer, while still making available to
consumers, both British and German uniforms from both the world wars to satisfy
the demand from the growing re-enactment groups worldwide.
3
Summary
Consolidated Financial Information
The
following table summarizes selected financial data regarding our business and
should be read in conjunction with our consolidated financial statements and
related notes contained elsewhere in this prospectus and the information under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
The
financial statement data as of and for each of the fiscal years ended December
31, 2007 and 2008 have been derived from our audited consolidated financial
statements included elsewhere in this prospectus. The financial
statement data as of and for each of the nine months ended September 30, 2008
and 2009, as well for the period from Inception (January 18, 2005) through
September 30, 2009, have been derived from our unaudited consolidated
financial statements included elsewhere in this prospectus.
Summary
of Statements of
|
Totals
|
||||||||||||||||||||
Operations
Data
|
From
Inception
|
||||||||||||||||||||
(January
18, 2005)
|
|||||||||||||||||||||
For
Nine Months Ended:
|
For
the Year Ended:
|
Through
|
|||||||||||||||||||
September
30, 2009
|
September
30, 2008
|
December
31, 2008
|
December
31, 2007
|
September 30,
2009
|
|||||||||||||||||
UNAUDITED
|
UNAUDITED
|
UNAUDITED
|
|||||||||||||||||||
SALES
|
$
|
-
|
$
|
386
|
$
|
2,886
|
$
|
14,078
|
$
|
21,836
|
|||||||||||
TOTAL
OPERATING EXPENSES
|
$
|
42,883
|
$
|
74,155
|
$
|
81,194
|
$
|
14,222
|
$
|
156,614
|
|||||||||||
NET
GAIN (LOSS)
|
(42,883
|
)
|
(73,769
|
)
|
(78,308
|
)
|
(144
|
)
|
(134,778
|
)
|
|||||||||||
NET
LOSS PER COMMOM SHARE-
|
|||||||||||||||||||||
BASIC
AND DILUTIVE
|
(O.OO)
|
(O.OO)
|
(O.OO)
|
(O.OO)
|
|||||||||||||||||
Weighted
average Number of Shares
|
6,478,559
|
6,478,559
|
6,478,559
|
6,478,559
|
Summary
of Balance Sheets Data
|
||||||||||||||||
As
of
|
As
of
|
As
of
|
As
of
|
|||||||||||||
September
30,
|
September
30,
|
December
31,
|
December
31,
|
|||||||||||||
2009
|
2008
|
2008
|
2007
|
|||||||||||||
UNAUDITED
|
UNAUDITED
|
|||||||||||||||
TOTAL
CURRENT ASSETS
|
$
|
8,309
|
$
|
6,711
|
$
|
8,363
|
$
|
6,406
|
||||||||
TOTAL
ASSETS
|
8,309
|
6,886
|
8,363
|
6,631
|
||||||||||||
TOTAL
LIABILITIES
|
5,329
|
14,718
|
-
|
-
|
||||||||||||
TOTAL
STOCKHOLDERS' EQUITY(DEFICIT)
|
2,980
|
(7,856
|
)
|
8,363
|
6,631
|
|||||||||||
TOTAL
LIABILITIES AND
|
||||||||||||||||
STOCKHOLDERS'
EQUITY
|
$
|
8,309
|
$
|
6,862
|
8,363
|
$
|
6,631
|
4
RISK
FACTORS
An
investment in our common stock is highly speculative and involves a high degree
of risk. Therefore, we are disclosing all material risks herein and you
should consider all of the risk factors discussed below, as well as the other
information contained in this document. You should not invest in our
common stock unless you can afford to lose your entire investment and you are
not dependent on the funds you are investing.
Added
Costs Due to Being a Public Company.
There is
a substantial increase of costs to the Company as a result of being Public.
These costs include, but are not limited to the cost of conducting a
yearly audit of the financial condition and quarterly reviews of the Company;
such costs can be in excess of $50,000 yearly. In addition, there can be
additional legal costs associated with preparing all necessary filings with the
Securities and Exchange Commission or other regulatory body, if the Company is
not subject to the reporting requirements of section 13 or 15(d) of the
Securities Act. There are also assorted other additional costs to the
Company for being Public. As a result of all of these additional costs,
the Company is likely to be less profitable if it does not generate enough
revenue to cover the additional costs.
Current
Economic Conditions May Impact Our Commercial Success and Ability to Obtain
Financing.
The
current economic conditions could have a serious impact on the ability of the
Company to sustain its viability. Due to the decrease in overall spending,
there is a possibility that spending on recreational activities production
levels may decrease for the foreseeable future, resulting in less economic
activity for the Company. Since we are a very small operation, we may not
be able to create sufficient sales to sustain ourselves. In addition, due
to the severe difficulty in obtaining credit in the current economic crisis, we
may have trouble seeking out and locating additional funds if we so desire or
require financing of our operations.
If
we fail to develop new or expand existing customer relationships, our ability to
grow our business will be impaired.
Our
growth depends to a significant degree upon our ability to develop new customer
relationships and to expand existing relationships with current customers.
We cannot guarantee that new customers will be found; that any such new
relationships will be successful when they are in place, or that business with
current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.
Effect
of Governmental Regulations: Compliance with Environmental Laws
We do not
believe that we are subject to any material government or industry
regulations.
5
Some
of our competitors may be able to use their financial strength to dominate the
market, which may affect our ability to generate revenues.
Some of
our competitors may be much larger companies than us and very well capitalized.
They could choose to use their greater resources to finance their
continued participation and penetration of this market, which may impede our
ability to generate sufficient revenue to cover our costs. Their better
financial resources could allow them to significantly out spend us on research
and development, as well as marketing and production. We might not be able
to maintain our ability to compete in this circumstance.
As
a start-up or development stage company, an investment in our company is
considered a high-risk investment whereby you could lose your entire
investment.
We have
recently commenced operations and, therefore, we are considered a “start-up” or
“development stage” company. We have limited experience selling theatrical
costumes, film props, or collector curios. We may incur significant
expenses in order to implement our business plan. As an investor, you
should be aware of the difficulties, delays, and expenses normally encountered
by an enterprise in its development stage, many of which are beyond our control,
including unanticipated developmental expenses, inventory costs, employment
costs, and advertising and marketing expenses. We cannot assure you that
our proposed business plan as described in this prospectus will materialize or
prove successful, or that we will ever be able to operate profitably. If
we cannot operate profitably, you could lose your entire
investment.
Our
Board of Directors contains no independent directors.
Our board
are not “independent” directors, based on the independence criteria set forth in
the corporate governance listing standards of the Nasdaq Stock Market, the
exchange that we selected in order to determine whether our directors and
committee members meet the independence criteria of a national securities
exchange, as required by Item 407(a)(1) of Regulation S-K. An independent
director means a person who is not an employee (or a relative of an employee),
who has no material business relationship with the company, and also in not a
significant owner of the company’s shares. Due to its small size the Company
does not presently have a separately designated audit committee, compensation
committee or nominating committee.
We
have a history of very limited income and recent losses since our inception that
may continue and cause investors to lose their entire investment.
WWR was
formed on January 18, 2005, and it has cumulative net losses amounting to
$134,778 from Inception to September 30, 2009, and losses amounting to $42,883
for the nine months ended September 30, 2009.
WWR
reported a net losses for the years ended December 31, 2008 and 2007, of
($78,308) and ($144), respectively. As of September 30, 2009, WWR had
working capital of $2,981. Because of these conditions, we will require
additional working capital to develop our business operations. We have not
achieved profitability and we can give no assurances that we will achieve
profitability within the foreseeable future, as we fund operating and capital
expenditures, in such areas as sales and marketing and research and development.
We cannot assure investors that we will ever achieve or sustain
profitability or that our operating losses will not increase in the future.
If we continue to incur losses, we will not be able to fund any of our
sales and marketing and research and development activities, and we may be
forced to cease our operations. If we are forced to cease operations,
investors will lose the entire amount of their
investment.
6
Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future
financing and which may force us to cease operations.
In their
report dated April 14, 2009, our independent auditors stated that our financial
statements for the year ended December 31, 2008 were prepared assuming that we
would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of recurring losses from operations and
cash flow deficiencies since our inception. We continue to experience net
losses. Our ability to continue as a going concern is subject to our
ability to generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible. In light of our financial position, and the current
global credit crisis, we may be unable to raise working capital sufficient to
continue to fund the operations of the business. If we are unable to
continue as a going concern, you may lose your entire investment. Our management
has currently been advancing funds to the Company to help sustain its operations
on a non-interest bearing and unsecured basis. Given the difficult
current economic environment, we believe that it will be difficult to raise
additional funds and there can be no assurance as to the availability of
additional financing or the terms upon which additional financing may be
available. In addition, the going concern explanatory paragraph
included in our auditor’s report on our consolidated financial statements could
inhibit our ability to enter into strategic alliances or other collaborations or
our ability to raise additional financing. If we are unable to obtain
such additional capital, we will not be able to sustain our operations and would
be required to cease our operations and/or seek bankruptcy
protection. Even if we do raise sufficient capital and generate
revenues to support our operating expenses , there can be no assurance that the
revenue will be sufficient to enable us to develop our business to a level where
it will generate profits and cash flows from operations. In addition,
if we raise additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders could be significantly
diluted, and these newly-issued securities may have rights, preferences, or
privileges senior to those of existing stockholders. If we obtain
additional debt financing, a substantial portion of our operating cash flow may
be dedicated to the payment of principal and interest on such indebtedness, and
the terms of the debt securities issued could impose significant restrictions on
our operations.
The
loss of John Amand, our President, or our inability to attract and retain
qualified personnel could significantly disrupt our business.
We are
wholly dependent, at present, on the personal efforts and abilities of John
Amand, our President. The loss of services of Mr. Amand will disrupt, if
not stop, our operations. In addition, our success will depend on our
ability to attract and retain highly motivated, well-educated specialists to our
staff. Our inability to recruit and retain such individuals may delay
implementing and conducting our business on the internet, and or result in high
employee turnover, which could have a materially adverse effect on our business
or results of operations once commenced. There is no assurance that
personnel of the caliber that we require will be available.
7
We
expect to incur losses in the future and, as a result, the value of our shares
and our ability to raise additional capital may be negatively
affected.
There is
no assurance that our operations will initiate a successful profitable
enterprise. Due to our limited operating history as well as the very
recent emergence of the market addressed by us, we have neither internal nor
industry-based historical financial data for any significant period of time upon
which to base planned operating revenues and expenses. We expect to incur
losses during the next 12 months of operations if not longer. We are also
likely to experience significant fluctuations in quarterly operating results
caused by many factors, including the rate of growth, usage and acceptance of
the Internet, changes in the demand for the our products and services,
introductions or enhancements of products and services by us and our
competitors, delays in the introduction or enhancement of products and services
by us or our competitors, customer order deferrals in anticipation of new
products, changes in our pricing policies or those of our competitors and
suppliers, changes in the distribution channels through which products are
purchased, our ability to anticipate and effectively adapt to developing markets
and rapidly changing technologies, our ability to attract, retain and motivate
qualified personnel, changes in the mix of products and services sold, changes
in foreign currency exchange rates and changes in general economic conditions.
We are attempting to expand our channels of supply and distribution. There
also may be other factors that significantly affect our quarterly results that
are difficult to predict given our limited operating history, such as
seasonality and the timing of receipt and delivery of orders within a fiscal
quarter. As a retail business, we expect to operate with little or no
backlog. As a result, quarterly sales and operating results depend
generally on the volume and timing of orders and the ability of the Company to
fulfill orders received within the quarter, all of which are difficult to
forecast. Our expense levels are based in part on our expectations as to
future orders and sales, which, given our limited operating history, are also
extremely difficult to predict. Our expense levels are, to a certain
extent fixed, and it will be difficult for us to adjust spending in a timely
manner to
8
compensate
for any unexpected revenue shortfall. Accordingly, any significant
shortfall in demand for our products and services in relation to our
expectations would have an immediate adverse impact on our business, results of
operations and financial condition, which could be material. Due to all of
the foregoing factors, we believe that our quarterly operating results are
likely to vary significantly in the future. Therefore, in some future
quarter our operating results may fall below the expectations of securities
analysts and investors. In such event, the trading price of our common
stock would likely be materially adversely affected.
We plan
to use any revenues received to further develop and advance our range of
re-enactment products, and to increase our sales and marketing. Many of
the expenses associated with these activities (for example, costs associated
with hiring professional consultants for historical accuracy of our product
range) are relatively fixed in the short-term. We may be unable to adjust
spending quickly enough to offset unexpected revenue shortfalls. If so,
our operational results will suffer.
Because
we have a limited operating history, we may not be able to successfully manage
our business or achieve profitability, it will be difficult for you to evaluate
an investment in our stock, and you may lose your entire
investment.
We were
initially formed in January 2005 as WWR. We have a limited operation history.
The market for products sold through the Internet has only recently begun
to develop and is rapidly evolving. If our website is inactive, we may
experience limited sales. Our prospects must be considered in light of the
risks, costs and difficulties frequently encountered by companies in their early
stage of development, particularly companies in the new and rapidly evolving
Internet market. In order to be successful, we must, among other things,
attract, retain and motivate qualified customers to view our website,
successfully implement our Internet marketing programs, respond to
competitive developments and successfully expand our internal infrastructure,
particularly sales, marketing and administrative personnel and its accounting
system. There is, therefore, nothing at this time on which to base an
assumption that our business will prove successful, and there is no assurance
that it will be able to operate profitably if or when operations commence.
You may lose your entire investment due to our lack of
experience.
Our
industry is highly competitive and we may not have the resources to compete
effectively and be profitable, and as a result, you may lose your entire
investment.
The
markets for our products and services are new and intensely competitive.
We expect competition to persist, increase, and intensify in the future as
the markets for our products and services continue to develop and as additional
companies enter each of its markets. We are aware of a few major retailers
as well as smaller entrepreneurial companies that are focusing significant
resources on developing and marketing products and services that will compete
with our products and services. Numerous product offerings and services
that compete with those of ours can be expected in the near future.
Intense price competition may develop in our markets. We face
competition in the overall Internet market, as well as in each of the market
segments where our products and services compete. We have multiple
competitors for each of our products and services. Many of our current and
potential competitors in each of its markets have longer operating histories and
significantly greater financial, technical and marketing resources,
9
name
recognition and a more developed customer base. We do not believe our
markets will support the increasing number of competitors and their products and
services. In the past, a number of product markets have become dominated
by one or a small number of suppliers, and a small number of suppliers or even a
single supplier may dominate one or more of our market segments. There can
be no assurance that we will be able to compete effectively with current and
future competitors.
Our
future success depends upon successful sale of our products through electronic
market media, and if we do not successfully achieve significant market
acceptance and usage of our products, such failure would materially adversely
affect our business.
Many of
our products and services are intended to be introduced for sale through
electronic market media. Our success will depend largely upon the success
of these and future products and services, and marketing presentation
enhancements. Failure of these products and services or enhancements to
achieve significant market acceptance and usage would materially adversely
affect our business, results of operations and financial condition. If we
are unable to successfully market our products and services, develop new
products, services, and enhancements, complete products and services currently
under development, or if such new products and services or enhancements do not
achieve market acceptance, our business, results of operations and financial
condition would be materially adversely affected. The market for our
products and services is characterized by rapid technological change, changing
customer needs, frequent new product introductions, and evolving industry
standards.
These
market characteristics are exacerbated by the emerging nature of the Internet
market and the fact that many companies are expected to introduce new products
through the Internet in the near future.
Our
future success will depend in significant part on our ability to continually and
on a timely basis introduce new products, services, and technologies and to
continue to improve our products and services in response to both evolving
demands of the marketplace and competitive product offerings. As a result,
demand for and market acceptance of new products or services is subject to a
high level of uncertainty, risk, and competition. These pressures may
force us to incur significant expenditures to remain competitive in these
marketplaces, and, if we fail to appropriately address these pressures, our
business, financial condition, and prospects could be materially adversely
affected.
Our
limited experience in implementing and conducting internet based commerce may
impair our ability to grow and adversely affect our prospects.
Our
growth depends to a significant degree upon the development of our
Internet/Direct Commerce business. If our website is inactive, we may
experience limited sales. We have limited experience in the businesses
comprising our Internet/Direct Commerce business. In order for our
Internet/Direct Commerce business to succeed, we must, among other
things:
·
|
make
significant investments in our Internet/Direct Commerce business,
including upgrading our technology and adding a significant number
of new employees;
|
|
·
|
significantly
increase our online traffic and sales volume;
|
|
·
|
attract
and retain a loyal base of frequent visitors to our
website;
|
|
·
|
expand
the products and services we offer over our website;
|
|
·
|
respond
to competitive developments and maintain a distinct brand
identity;
|
|
·
|
form
and maintain relationships with strategic partners;
|
|
·
|
provide
quality customer service; and
|
|
·
|
continue
to develop and upgrade our
technologies.
|
10
We cannot
assure that we will be successful in achieving these and other necessary
objectives or that our Internet/Direct Commerce business will ever be
profitable. If we are not successful in achieving these objectives, our
business, financial condition and prospects would be materially adversely
affected.
System
failure could impair our reputation, damage our brands, and adversely affect our
products.
If
our website systems cannot be expanded to satisfy increased demand or fail to
perform, we could experience:
·
|
unanticipated
disruptions in service;
|
|
·
|
slower
response times;
|
|
·
|
decreased
customer service and customer satisfaction; and/or
|
|
·
|
delays
in the introduction of new products and
services.
|
Occurrence
of any of the above incidences could impair our reputation, damage our brands,
and materially and adversely affect our prospects.
Our
ability to facilitate transactions successfully and provide high quality
customer service also depends on the efficient and uninterrupted operation of
our computer and communications hardware systems. Our systems and
operations also are vulnerable to damage or interruption from human error,
natural disasters, power loss, telecommunication failures, break-ins, sabotage,
computer viruses, intentional acts of vandalism and similar events. Any
system failure that causes an interruption in service or decreases the
responsiveness of our website service could impair our reputation, damage our
brand name, and materially adversely affect our prospects. Our success, in
particular, our ability to successfully receive and fulfill orders and
provide high-quality customer service, largely depends on the efficient
and uninterrupted operation of its computer and communications hardware
systems. We do not have a formal disaster recovery plan. Despite the
implementation of network security measures, our servers are vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, loss of data, or the inability to
accept and fulfill customer orders.
11
We
are using UJNA International as a source of most of our costumes. UJNA
International is based in Kanpoor in Southern India. It is unique in its
ability to match textiles and cloth samples and generate near perfect copies of
original uniforms from historical photographs or illustrations. The loss
of the services of UJNA International would severely impact our
business.
If UJNA
International were to cease operations, then our product line would cease to
exist very quickly and we would have to cease business. To our
knowledge no other company can match the product abilities and price of UJNA
International.
In the
unfortunate event that UJNA International ceases to produce and sell to World
Wide Relics, we cannot assure that we will be successful in finding a substitute
for the same. Our failure to find a substitute may lead to termination of
our operation, and thus cause adverse effects to our prospects.
Transactions
conducted on the internet involve security risks, and there can be no assurance
that all of our customers’ transactions will be secure.
We rely
on encryption and authentication technology licensed from third parties to
provide the security and authentication necessary to effect secure transmission
of confidential information, such as customer credit card numbers. There
can be no assurance that advances in computer capabilities; new discoveries in
the field of cryptography, or other events or developments will not result in a
compromise or breach of the algorithms used by us to protect our customer’s
transaction data. Any compromise of our security could have a material
adverse effect on our reputation. A party 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 such security breaches or to
alleviate problems caused by such breaches. To the extent that
activities of our or third-party contractors involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could damage our reputation and expose our company to a risk of loss or
litigation and possible liability which could have a material adverse effect on
us.
John
Amand, our co-director and President, will only devote part time efforts to our
business due to his involvement in other business interests until the completion
of the offering.
The
amount of time that Mr. Amand, our co-director, and President will devote to our
business will be limited. He is currently working with WWR’s
employees. Thus, there exist potential conflicts of interest
including, among other things, time, and effort with such other business
entities. Currently, Mr. Amand is not involved in any other entity, which
is engaged in a similar business as our company. Mr. Amand will not spend
full time operating our company. This may cause delays in the
implementation of our business plan.
12
John
Amand will continue to influence matters affecting our company after this
offering, which may conflict with your interests.
After
giving effect to this offering, John Amand, a director and President of our
Company will not beneficially own any outstanding shares of common stock of our
Company. Mr. Amand may, however, be able to influence the vote
on all matters submitted to a vote of our stockholders, including the election
of directors, amendments to the certificate of incorporation and the by-laws,
and the approval of significant corporate transactions.
We
may need and be unable to obtain additional funding on satisfactory terms, which
could dilute our shareholders or impose burdensome financial restrictions on our
business.
Unforeseeable
circumstances may occur which could compel us to seek additional funds.
Future events, including the problems, delays, expenses and other
difficulties frequently encountered by start-up companies may lead to cost
increases that could require additional financing Thus, we may have to
borrow or otherwise raise additional funds to accomplish such objectives.
We may seek additional sources of capital, including an offering of our
equity securities, an offering of debt securities or obtaining financing through
a bank or other entity. This may not be available on a timely basis, in
sufficient amounts or on terms acceptable to us. Our inability to raise
additional equity capital or borrow funds required to affect our business plan,
may have a material adverse effect on our financial condition and future
prospects. Additionally, to the extent that further funding ultimately
proves to be available, both debt and equity financing involve risks. Debt
financing may require us to pay significant amounts of interest and principal
payments, reducing the resources available to us to expand our existing
businesses. Some types of equity financing may be highly dilative to our
stockholders' interest in our assets and earnings. Any debt financing or
other financing of securities senior to common stock will likely include
financial and other covenants that will restrict our flexibility.
RISKS
RELATING TO OUR COMMON SHARES
You
will not receive dividend income from an investment in the shares and as a
result, you may never see a return on your investment.
We have
never declared or paid a cash dividend on our shares nor will we in the
foreseeable future. We currently intend to retain any future earnings, if
any, to finance the operation and expansion of our business. Accordingly,
investors who anticipate the need for immediate income from their investments by
way of cash dividends should refrain from purchasing any of the securities
offered by our company. As we do not intend to declare dividends in the
future, you may never see a return on your investment and you indeed may lose
your entire investment.
Future
sales of restricted shares could decrease the price a willing buyer would pay
for shares of our common stock and impair our ability to raise
capital.
Upon the
issuance of the securities in this offering 5,000,000 Shares of Common Stock
will be held as “restricted securities” as that term is defined under the
Securities Act of 1933, as
13
amended,
(the “Securities Act”) and in the future may be sold in compliance with Rule 144
of the Securities Act, or pursuant to a Registration Statement filed under the
Securities Act. 5,000,000 of these shares are held by an affiliate.
Rule 144 provides, in essence, that a non-affiliated person holding
restricted securities for a period of six months in a reporting company may sell
those securities in unsolicited brokerage transactions or in transactions with a
market maker, in an amount equal to not less than one percent of our outstanding
common stock every three months if the company has been reporting at least
ninety days. Sales of unrestricted shares by our affiliates are also
subject to the same limitation upon the number of shares that may be sold in any
three-month period. Additionally, Rule 144 requires that an issuer of
securities make available adequate current public information with respect to
the issuer. Such information is deemed available if the issuer satisfies
the reporting requirements of sections 13 or 15(d) of the Securities and
Exchange Act of 1934 (the “Securities Exchange Act”) or of Rule 15c2-11 there
under. Rule 144 also permits the termination of certain restrictions on
sales of restricted securities by persons who were not affiliates of our company
at the time of the sale and have not been affiliates in the preceding three (3)
months. Such persons must satisfy a one (1) year holding period.
There is no limitation on such sales and there is no requirement regarding
adequate current public information. Investors should be aware that
sales under Rule 144, or pursuant to a Registration Statement filed under the
Act, may have a depressive effect on the market price of our securities in any
market that may develop for such shares.
State
securities laws may limit secondary trading, which may restrict the states in
which and conditions under which you can sell the shares offered by this
prospectus.
Secondary
trading in common stock sold in this offering will not be possible in any state
until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in
certain recognized securities manuals, is available for secondary trading in the
state. If we fail to register or qualify, or to obtain or verify an
exemption for the secondary trading of, the common stock in any particular
state, the common stock could not be offered or sold to, or purchased by, a
resident of that state. In the event that a significant number of states
refuse to permit secondary trading in our common stock, the liquidity for the
common stock could be significantly impacted thus causing you to realize a loss
on your investment.
Our
Common Stock Is A “Penny Stock,” And Compliance With Requirements For Dealing In
Penny Stocks May Make It Difficult For Holders Of Our Common Stock To Resell
Their Shares.
Currently
there is no public market for our common stock. If the common stock is
ever listed in, the public market in what is known as the over-the-counter
market and at least for the foreseeable future, our common stock will be deemed
to be a “penny stock” as that term is defined in Rule 3a51-1 under the
Securities Exchange Act of 1934. Rule 15g-2 under the Exchange Act
requires broker/dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain from these
investors a manually signed and dated written acknowledgement of receipt of the
document before effecting a transaction in a penny stock for the investor's
account. Compliance with these requirements may make it more difficult for
holders of our common stock to resell their shares to third
14
Parties
or otherwise, which could have a material adverse effect on the liquidity and
market price of our common stock.
Penny
stocks are stocks with a price of less than $5.00 per share unless traded on
NASDAQ or a national securities exchange.
Penny
stocks are also stocks, which are issued by companies with:
Net
tangible assets of less than $2.0 million (if the issuer has been in continuous
operation for at least three years); or $5.0 million (if in continuous operation
for less than three years); or average revenue of less than $6.0 million for the
last three years.
FORWARD
LOOKING STATEMENT
Certain
statements in this document are forward-looking in nature and relate to trends
and events that may affect the Company’s future financial position and operating
results. The words “expect” “anticipate” and similar words or expressions
are to identify forward-looking statements. These statements speak only as
of the date of the document; those statements are based on current expectations,
are inherently uncertain, and should be viewed with caution. Actual
results may differ materially from the forward-looking statements as a result of
many factors, including changes in economic conditions and other unanticipated
events and conditions. It is not possible to foresee or to identify all
such factors. The Company makes no commitment, other than as required, to
update any forward-looking statement or to disclose any facts, events, or
circumstances after the date of this document that may affect the accuracy of
any forward-looking statement.
RELIANCE
ON MANAGEMENT
The
investors will have no rights to participate in the management decisions of the
Company; the shareholder will only have such rights as other
shareholders.
SPIN-OFF
AND PLAN OF DISTRIBUTION
Distributing
Company:
|
CCUC
is distributing the shares of WWR in its capacity as underwriter of this
offering
|
|
Shares
To Be Distributed:
|
6,478,559
shares of our common stock, $0.001 par value. The shares to be
distributed in the spin-off will represent 100% of our total common shares
outstanding.
|
|
Distribution
Ratio:
|
One
(1) of our common shares for every two (2) common shares of CCUC
owned of record on November 1, 2008. No cash distributions will be
paid. Fractional shares will be rounded to the next whole
share.
|
|
No
Payment Required:
|
No
holder of CCUC common shares will be required to make any payment,
exchange any shares or to take any other action in order to receive our
common shares.
|
15
Record
Date:
|
The
record date for WWR’s distribution shares is November 1, 2008. After
the record date, the CCUC common shares will be trading “ex dividend,”
meaning that persons who have bought their common shares after the record
date are not entitled to participate in the
distribution.
|
|
Prospectus
Mailing Date:
|
,
2009. We have mailed this prospectus to you on or about this date
free of charge.
|
|
Distribution
Date:
|
6,478,559
of our common shares, which are held by CCUC, will be delivered to the
distribution agent on this date, and the spin-off will be
completed.
|
|
The
distribution date will be a date within ten (10) days following the
prospectus mailing date designated above. You will be entitled to
receive our shares even if you sold your CCUC shares after the record
date. A certificate representing your shares of our common stock
will be mailed to your address of record as of the record date. The
mailing process is expected to take about thirty
(30) days.
|
||
Distribution
Agent:
|
The
distribution agent for the spin-off will be Continental Stock Transfer,
New York, NY.
|
|
Listing
and Trading of Our Shares:
|
There
is currently no public market for our shares. We do not expect a
market for our common shares to develop until after the distribution date.
Our shares will not qualify for trading on any national or regional
stock exchange or on the NASDAQ Stock Market. VFinance has
filed to become our primary market maker. If a public trading market
develops for our common shares, of which there can be no assurance, we
cannot ensure that an active trading market will be available to you.
Many factors will influence the market price of our shares,
including the depth and liquidity of the market that may develop investor
perception of our business, growth prospects, and general market
conditions.
|
16
We have
applied for trading of our common stock on the over-the-counter (OTC) Bulletin
Board upon the effectiveness of the registration statement of which this
prospectus forms a part. To have our securities quoted on the OTC Bulletin
Board we must: (1) be a company that reports its current financial information
to the Securities and Exchange Commission, banking regulators or insurance
regulators; and (2) has at least one market maker who completes and files a Form
211 with NASD Regulation, Inc., which VFinance has done. The OTC Bulletin
Board differs substantially from national and regional stock exchanges because
it (I) operates through communication of bids, offers and confirmations between
broker-dealers, rather than one centralized market or exchange; and, (2)
securities admitted to quotation are offered by one or more broker-dealers
rather than “specialists” which operate in stock exchanges. There is
currently no market for our shares of common stock. There can be no
assurance that a market for our common stock will be established or that, if
established, such market will be sustained. Therefore, purchasers of our
shares registered hereunder may be unable to sell their securities, because
there may not be a public market for our securities. As a result, you may
find it more difficult to dispose of, or obtain accurate quotes of our common
stock. Any purchaser of our securities should be in a financial position
to bear the risks of losing their entire investment.
17
DESCRIPTION
OF BUSINESS
BUSINESS
OF WORLD WIDE RELICS
History
of the Company
Initially, World Wide Relics, Inc. (“WWR”) was incorporated on
January 18, 2005, as a Nevada corporation under the name, World Wide Relics,
Inc. On January 15, 2006, WWR sold to Western Securities Corporation
(“Western Securities”), a Louisiana corporation, 6,478,559 shares of its common
stock having a par value $0.001 per share for net consideration of $1,000.
In January 2007, Western Securities sold the 6,478,559 shares of WWR in
exchange for 201,000 shares of common stock in Classic Costume Company,
Inc.(”CCUC”) and a note for $30,000 from CCUC; a then recently organized
Delaware Corporation, pursuant to a Plan of Sale. CCUC was incorporated
on December 28, 2006. CCUC's decision to divest itself of WWR was
made in October, 2008, during the process of the sale of control of
CCUC after Mr. Gary Spaniak, CCUC’s, President, conducted an internal
review of the Company’s operations and identified the potential
to create long-term shareholder value through pursuing opportunities in the
automotive services sector. As part of this strategic review
CCUC considered whether to retain WWR operations, sell WWR operations to a third
party or to existing WWR management, or to effect a spin-off. Mr.
Spaniak decided on the option to spin-off WWR because it required less time of
the new management to effect and the probability of a cash sale of WWR appeared
to be unlikely.
Overview
We are a
development stage corporation formed to market our lines of historical costumes
and reenactment clothing, through our website with the registered domain name of
WorldWideRelics.Com. To date, we have marketed a range of
political uniforms known as “Britain in the 1930’s” we
have sold these items with limited success to the growing market of
worldwide enthusiasts and collectors. We intend to market products to the
Civil War reenactment market including
18
uniforms
for both the Union and Confederate Civil War . This range includes both
uniforms as well as accoutrements such as boots, belts, and back packs produced
to what we believe is a museum quality standard. As a result of our
limited success in marketing WWI, and WWII memorabilia, our final sales entry
point is the marketing of this Civil war memorabilia, while still making
available to consumers, both British and German uniforms from both the world
wars to satisfy the demand from the growing re-enactment groups that are
appearing worldwide.
Enthusiasts
can shop from their computers. A virtual store exists on that portion of
the Internet known as the World Wide Web. You get to the store by entering
its Web address into a Web browser. We have registered the Domain Name
“worldwiderelics.com”. We also filed an application with the United States
Government to trademark our website domain name, “worldwiderelics.com.”
Once a
product is selected for purchase, through our “shopping cart”, a form will be
presented to you on the screen with the description and availability of the
product, shipping times, or any delays, payment information. Payment
methods will include: (a) selecting a toll free telephone number to call and
place your order, (b) E-mail to transmit credit card or electronic funds
transfer ("ETF") or (c) pay through a secured a Secured Electronic Transfer,
("SET").
Whether
the customer purchases something or not, before leaving the store, the customers
will be asked if they would like to leave their E-mail address and hopefully
some personal information about themselves in order to be notified about any new
product lines as they become available.
Business
Plan Implementation
We plan
to promote the public’s interest in visiting our internet store through several
methods:
·
|
We
intend to attend various types of consumer trade shows to place our
products for sale, to collect names for a mailing of our catalog and other
promotional information relating to our website and to direct customers to
our website for access to our full product
lines.
|
·
|
We
will be producing CD ROM's containing information about us, the store,
samples of titles with good resolution images and other interesting
stories and information about our origin and our products. We will
list our URL with the various Web search engines such as Google, Yahoo,
etc.
|
·
|
We
will encourage visitors to visit our internet store and leave their E-mail
address and any other personal information obtainable to build a data base
of shoppers from which to send notices of sales, availability of desired
merchandise, or any other enticement to get the shopper back to return to
our Web Site or recommend it to
others.
|
·
|
We
plan to begin a process of enabling multi lingual wording of our
products and internet store to encourage foreign visitors to visit
us.
|
·
|
We
intend to utilize radio advertising to advertise our website
“worldwiderelics.com”.
|
·
|
We
intend to establish E-stores with Ebay and Amazon.com in addition to
Yahoo.com. during such times that there are historical re-enactment
events.
|
19
The
Technology
We are
using UJNA International to manufacture our product line. UJNA
International is a well established provider of historical costumes having
provided to such media organizations as ABC and numerous film companies.
They offer an eclectic range of goods from Civil Re-enactment supplies
through to full uniforms for those who re-enact battle scenes. UJNA
International has interests in tannery facilities and a textile mill based in
the surrounds of Kampoor in Southern India. Mr. Sanjay Suri, the
proprietor of UJNA international, is responsible for verifying the authenticity
of the products, in conjunction with Mr. Amand. By virtue of economies of scale,
they are able to produce, dye, and cut small production runs of cotton or woolen
cloth that would be impossible to replicate in the west on a cost efficient
basis.
UJNA
International offers us the most effective point of sale systems to fulfill the
amateur re-enactors needs. Once our website is active customers may
download a measurement chart from the website of www.worldwiderelics.com, so the
amateur enthusiast is able to email his or her measurements to the dedicated
email address and make a credit card payment through Pay Pal. Upon receipt
of this information, the measurements are formatted and emailed to UJNA
International for fulfillment. Within ten days, the finished product is
drop shipped from Kanpoor in India direct to the purchaser.
As the
Internet has become more complex, more easily accessed, and more plentiful in
rich media, it has increasingly become a destination for those wanting to
purchase leisure goods. Historically hobby re-enactor enthusiasts were
limited on the availability of products such as uniforms and accoutrements.
Usually they were advertised through magazines that covered the relevant
history periods such as Civil War Times or at yearly re-enactment gatherings.
Most products were in standard sizes so any purchases by the enthusiast
resulted in considerable home tailoring and size re-adjustment. By using
the internet platform provided by our company the hobby re-enactor is guaranteed
that providing he follows the measuring instructions he will receive a perfectly
fitting period costume with the correct feel.
Because
UJNA International uses cheap labor that stitches by hand all products offered
are all but indistinguishable from period articles. As the costs of low
volume production in India are a fraction of the costs in the United States, the
Company is able to deliver the product and still make a profit since the margin
after shipping costs is relatively high.
We have
no formal written agreement with Mr. Sanjay Suri, the proprietor of UJNA
International, nor with UJNA International itself. All orders are
taken and fulfilled with UNJA International on an order by order basis and there
is no assurance that this relationship will continue, nor will remain exclusive.
Products
We intend
to sell a range of historical costumes to the amateur re-enactor. To date,
we have sold a range known as ‘Britain in the 1930’s’ which consists of what we
believe is museum quality bespoke copies of various political uniforms worn in
Great Britain in the 1930’s. This line includes emblematic belts, shirts
and other paraphernalia content before the Second World War.
We are
planning to sell in conjunction with UJNA International a range of
what we believe are museum quality copies of Civil War uniforms covering both
Confederate and Union forces. In conjunction with this launch, anticipated
for Spring, 2010 we will selling a continue to
sell uniforms from the both World War One and Two to cater to the growing market
of re-enactors and living history groups that cover these respective periods of
history.
20
Merchandising
and Internet/Direct Commerce
Our
retail merchandising and Internet/Direct Commerce businesses will be competing
in the consumer products and specialty retail businesses as well as the
electronic commerce industry, all of which are highly competitive. The
leading competitors of our merchandising business include brick and mortar
re-enactment resource stores, businesses that have been long established and
known in re-enactment circles, and such Internet sites offering related products
such as Ebay.com. We compete on the basis of our content, the quality,
uniqueness, price, and assortment of our products, service to customers and
proprietary customer lists developed through direct contact with potential
customers at military paraphernalia shows.
Competition
We face
competition in every area of our existing and proposed businesses from other
companies that have set up Web Sites to offer re-enactment products for sale at
competitive prices. The competitors are broken down by product
segmentation into three key areas. Those selling civil war re-enactment
supplies such as uniforms and period weapons, etc.; those selling services such
as costume hire and retired film company props. The third segment is those
internet stores selling a range of civil war, Second World War surplus to the
re-enactment enthusiast.
Amongst
the competitors is Fall Creek Suttlery, Inc, www.fcsutler.com, founded in 2003.
The range of uniform products on offer gives some idea of the market size.
A typical civil war style uniform jacket is offered for sale at
$149.
Mercury
Supply Company of Livingston, Texas offers an online catalogue and is a pure
e-commerce business. Again, the company is privately held so no figures
are available for turnover of profitability. The average cost of
reenactment uniforms for both North and South is around $250.
The
following are some of the other competitors in the market: www.tombstoneoutfitters.com
and www.ccsutlery; whilst World War One reenactment enthusiasts have a very
limited field to choose from, but are served by www.schipperfabrik.com and
Second World War Enthusiasts are covered by a firm called www.1944militaria.com
based in the United Kingdom.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking
Statements
Management’s
Discussion and Analysis contains “forward-looking” statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as well as historical information. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that the expectations reflected in these
forward-looking statements will prove to be
21
correct. Forward-looking
statements include those that use forward-looking terminology, such as the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in
these forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties, and no assurance can be given that actual
results will be consistent with these forward-looking statements. Current
shareholders and prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance. Such forward-looking
statements by their nature involve substantial risks and uncertainties, certain
of which are beyond our control, and actual results for future periods could
differ materially from those discussed in this report, depending on a variety of
important factors, among which are our ability to implement our business
strategy, our ability to compete with major established companies, the
acceptance of our products in our target markets, the outcome of litigation, our
ability to attract and retain qualified personnel, our ability to obtain
financing, our ability to continue as a going concern, and other risks described
from time to time in our filings with the Securities and Exchange Commission.
Forward-looking statements contained in this report speak only as of the date of
this report. Future events and actual results could differ materially from
the forward-looking statements. You should read this report completely and
with the understanding that actual future results may be materially different
from what management expects. We will not update forward-looking
statements even though its situation may change in the future.
We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important factors on which such statements are based are assumptions
concerning uncertainties, including but not limited to uncertainties associated
with the following:
(a)
volatility or decline of our stock price;
(b)
potential fluctuation in quarterly results;
(c) our
failure to earn revenues or profits;
(d)
inadequate capital and barriers to raising the additional capital or to
obtaining the financing needed to implement its business plans;
(e)
inadequate capital to continue business;
(f)
changes in demand for our products and services;
(g) rapid
and significant changes in markets;
(h)
litigation with or legal claims and allegations by outside parties;
(i)
insufficient revenues to cover operating costs.
You
should read the following discussion and analysis in conjunction with our
financial statements and notes thereto, included herewith. This discussion
should not be construed to
22
imply
that the results discussed herein will necessarily continue into the future, or
that any conclusion reached herein will necessarily be indicative of actual
operating results in the future. Such discussion represents only the best
present assessment of management.
PLAN
OF OPERATION
Overview
We are a
development stage corporation formed to market a unique line of historical
costumes and reenactment clothing lines, and through our website with the
registered domain name of WorldWideRelics.Com. The website is
currently working, however we are updating it and adding new features. The
website redesign should be completed by December 15, 2009, and we have estimated
the cost of this redesign to be approximately $10,000 in software development
costs. Until that date the Company will be reliant on putting items on Ebay, the
personal selling abilities of Mr. Amand at shows and customers whom mail in
orders. To date, we have marketed a range of political uniforms known as
“Britain in the 1930’s” these items have been sold to the
growing market of worldwide enthusiasts and collectors. We intend to
market a new range of products to the Civil War reenactment market by selling a
range of uniforms for both the Union and Confederate Civil War Re-enactor.
This range includes both uniforms as well as accoutrements such as boots,
belts, and back packs produced to what we believe is a museum quality standard,
while still making available copies of both British and German uniforms from
both the world wars to satisfy the demand from the growing re-enactment groups
that are appearing worldwide. We anticipate that the pursuit of the additional
civil war market will be feasible by the Spring, of 2010 provided that adequate
funding is available.
Next
year, 2010, will mark the 145th anniversary of the end of the Civil War. As
such, there are an unusually large number of Civil War reenactments scheduled
throughout the United States. Events are planned from February to December in,
among other places, California, Florida, Georgia, Kentucky, Mississippi, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia, West Virginia and Wisconsin. We expect that this heightened demand
will coincide with a proportional increase in sales. The Gettysburg
reenactment, for example, takes place over independence Day weekend each year
and attracts thousands of reenactors, complete with mounted cavalry and further,
World Wide Relics plans to send an independent sales representative to many of
these events in order to set up a booth to sell items, and generally increase
awareness of our offerings.
Most of
the battles scheduled for reenactment next year took place in 1865. During this
period the Confederate Army ordered all troops to wear official uniforms, as
opposed to the civilian clothing seen earlier in the war. Thus we expect that
many participants who normally wear “civilian” period clothing for reenactments
will choose to purchase uniforms of the type we market.
In
addition to the expected increase in sales related to our new line, we plan to
market new items as well. We plan to recreate the “butternut” colored uniforms
seen near the end of the war when traditional gray dyes became scarce. Because
the bulk of the reenactments will take place in the summer months, we will also
introduce replicas of the white confederate uniforms that were authorized for
warm weather campaigns.
We are in
discussions with our manufacturer UJNA about the feasibility of recreating these
uniforms In accordance with this new target market we will be changing our sole
focus from our British uniform line which has sold poorly over the last year as
evidenced in our declining sales figures while still making these available to
consumers.
23
We plan
to update our website to reflect the redesign of our product line in accordance
with the company’s new focus. Since March 2009 management has been
conducting analysis of the civil war reenactment market by attending trade
shows. Additionally we have had prolonged discussions with our suppliers
regarding economies of scale and future product lines in order to ascertain
fixed and marginal costs, optimal prices and potential profits.
Enthusiasts
can shop from their computers. A virtual store exists on that portion
of the Internet known as the World Wide Web. You get to the store by
entering its Web address, called a "universal resource locator, ("URL"), into a
Web browser. We registered and trademarked our website domain name,
“worldwiderelics.com.”
Once a
product is selected for purchase, through our “shopping cart”, a form will be
presented to you on the screen with the description and availability of the
product, shipping times, or any delays, payment information. Payment
methods in the future will include: (a) selecting a telephone number to call and
place your order, (b) E-mail to transmit credit card or electronic funds
transfer ("EFT") or (c) pay through a secured a Secured Electronic Transfer,
("SET"). At the moment, customers can pay using PayPal.
Whether
the customer purchases something or not, before leaving the store, the customers
will be asked if they would like to leave their E-mail address and hopefully
some personal information about themselves in order to be notified about any new
product lines as they become available.
Events
and Uncertainties critical to our business
The
historical costumes and reenactment clothing industry can be subject to seasonal
variations in demand. We expect that most of our products will see the
greatest demand during the winter holiday shopping period, and possibly the
summer months during the reenactment season. Consequently, we expect to be
most profitable during the fourth quarter of our fiscal year. Quarterly
results may also be materially affected by the timing of new product
introductions, the gain, or loss of significant customers or product lines and
variations in merchandise mix. We will make decisions about purchases of
inventory well in advance of
24
the time
at which such products are intended to be
sold. Accordingly, our performance in any particular quarter may not
be indicative of the results that can be expected for any other quarter or for
the entire year. Significant deviations from projected
demand for collectibles merchandise could have a material
adverse effect on our financial condition and
quarterly or annual results of operations.
Demand
for our merchandise is affected by the general economic conditions in the United
States. When economic conditions are favorable and discretionary income
increases, purchases of non-essential items like collectibles merchandise and
animation art generally increase. When economic conditions are less
favorable, sales of historical costumes and reenactment clothing are generally
lower. In addition, we may experience more competitive pricing pressure
during economic downturns. Therefore, any significant economic
downturn or any future changes in consumer spending habits could have a material
adverse effect on our financial condition and results of
operations.
There is
no guarantee that we will be able to generate sufficient sales to make our
operations profitable. We may continue to have little or no sales and
continue to sustain losses in the future. If we continue to sustain
losses, we will be forced to curtail our operations and go out of business.
Our success depends in a large part in the ability of our suppliers to
create additional product lines sufficient to create a catalog of uniforms to
offer allowing us to implement a successful marketing and sales plan.
While we are currently seeking to hire additional computer programmers and
historians to consult with as to historical accuracy and content there is no
guarantee that these efforts will result in any substantial sales. Because
of the lack of funding, we are unable to hire a dedicated programming and
historical research consulting team who will devote their efforts to helping us
design and create new lines of reenactment product in coordination with our
production resources, in a timely manner.
If we are
able to obtain funding to become fully operational, there is no guarantee that
we will be able to find personnel who will be able to work closely with the
company to help design and create new lines of product or to process orders,
including special orders, made via the internet.
Critical
Accounting Policies
We have
identified the following policies below as critical to our business and results
of operations. For further discussion on the application of these and
other accounting policies, see Note 1 to the accompanying audited financial
statements for the period ended December 31, 2008, included elsewhere in this
Prospectus. Our reported results are impacted by the application of the
following accounting policies, certain of which require management to make
subjective or complex judgments. These judgments involve making estimates
about the effect of matters that are inherently uncertain and may significantly
impact quarterly or annual results of operations. For all of these
policies, management cautions that future events rarely develop exactly as
expected, and the best estimates routinely require adjustment. Specific
risks associated with these critical accounting policies are described in the
following paragraphs.
25
Use
of Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue
Recognition
The
Company follows the guidance of the Securities and Exchange Commission's Staff
Accounting Bulletin 104 for revenue recognition. The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured. In circumstances when these criteria are not met,
revenue recognition is deferred until resolution occurs.
Shipping
and Handling Costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Seasonality
of Business
We expect
there to be subject to some seasonal fluctuations in its operating results, with
revenues in November and December and other popular shopping holidays expected
to be higher because of relationship of purchasing gifts and needed items for
friends and family members being specifically associated with these
occasions.
PLAN
OF OPERATIONS – WORLD WIDE RELICS, Inc.
WWR
was initially formed in January 2005. Our prospects must be
considered in light of the risks, costs and difficulties frequently encountered
by companies in their early stage of development, particularly companies in the
rapidly evolving Internet market. In order to be successful, we must,
among other things, attract, retain and motivate qualified customers to view our
website, successfully implement our Internet marketing programs,
respond to competitive developments and successfully expand our internal
infrastructure, particularly sales, marketing and administrative personnel and
its accounting system. Our mission is to combine the advantages of online
commerce with a superior customer
26
focus in
order to be an authoritative source for authentic and excellent reproductions of
historical memorabilia and clothing.
In sum,
our goals are:
1.
To generate maximum sales revenues by offering an extensive range of superior
products to online consumers at competitive prices;
2.
To generate referral and repeat business by offering exceptional service and
sales follow-up to our customers; and
3.
To maximize the competitive advantage we hold through the sale of quality
products which consumers value.
Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company.
RESULTS
OF OPERATIONS - WORLD WIDE RELICS
Results
of Operations - Comparison for the Three and Nine Months Ended
September 30, 2009 to the Three and Nine Months Ended September 30,
2008.
The
Company severed its relationship from CCUC, which, as stated elsewhere, resolved
to pursue opportunities in the fabrication and selling of ‘stretch limousine’
vehicles. The lack of working capital hampered operations in both
2009 and 2008. Management time was taken in the preparation and filing of its
registration statement, substantial time and thought was spent in updating our
website, and, of course, dealing with the global credit crisis. The measure of
our success in the future will depend on our ability to navigate through a
treacherous macroeconomic environment and challenging market conditions, execute
on our strategic vision, including attracting and retaining the management
talent necessary for such execution, designing and delivering products that are
acceptable to the marketplaces that we serve, sourcing the manufacture and
distribution of our products on a competitive and optimal basis and focusing our
retail capabilities.
27
The
summary of selected financial data table below should be referenced in
connection with a review of the following discussion of our unaudited results of
operations for both the three months and the nine months ended September 30,
2009 compared to the three and nine months ended September 30,
2008.
Nine
Months Ended September 30,
|
||||||||||||||||
2009
|
2008
|
$
Change
|
%
Change
|
|||||||||||||
Sales
|
$
|
-
|
$
|
386
|
$
|
(386
|
)
|
(100.0
|
%)
|
|||||||
Cost
of sales
|
-
|
80
|
(80
|
)
|
(100.0
|
%)
|
||||||||||
Gross
margin
|
-
|
306
|
(306
|
)
|
(100.0
|
%)
|
||||||||||
Selling,
general & administrative
|
42,883
|
(74,000
|
)
|
(31,117
|
)
|
(42
|
%)
|
|||||||||
Intangible
amortization
|
-
|
75
|
(75
|
)
|
(100.0
|
%)
|
||||||||||
Total
operating expenses
|
42,883
|
74,075
|
(31,192
|
)
|
42
|
%
|
||||||||||
Net
income (loss)
|
$
|
(42,883
|
)
|
$
|
(73,769
|
)
|
$
|
(30,886
|
)
|
(42
|
%)
|
Three
Months Ended September 30,
|
||||||||||||||||
2009
|
2008
|
$
Change
|
%
Change
|
|||||||||||||
Sales
|
$
|
-
|
$
|
-
|
$
|
-
|
0.0
|
%
|
||||||||
Cost
of sales
|
-
|
-
|
-
|
0.0
|
%
|
|||||||||||
Gross
margin
|
-
|
-
|
-
|
0.0
|
%
|
|||||||||||
Selling,
general & administrative
|
15,000
|
-
|
15,000
|
100.0
|
%
|
|||||||||||
Intangible
amortization
|
-
|
25
|
(25
|
)
|
(100.0
|
%)
|
||||||||||
Total
operating expenses
|
15,000
|
25
|
14,975
|
600.
|
%
|
|||||||||||
Net
income (loss)
|
$
|
(15,000
|
)
|
$
|
(25
|
)
|
$
|
14,975
|
600
|
%
|
28
Results
of Operations – Comparison for the three and nine month periods ended September
30, 2009 and 2008
Revenues
For
the nine months ended September 30, 2009 revenues were $nil as
compared to $386 for the corresponding 2008 period. During the nine
month period ended September 30, 2009 Mr. Owens resigned as Vice President of
CCUC and became a Director and Secretary of WWR, in addition Mr. Amand was
retained as President. The Company conducted a review of the products that it
had been marketing. Due to the lack of sales at the times the Company decided to
emphasize the sale of US civil war memorabilia and focus less on the
international market. The decrease in sales can be attributed to the timing of
orders placed by our customers.
For the
three months ended September 30, 2009 revenues were $nil as compared to $nil for
the corresponding 2008 period.
Cost
of Sales
For
the nine months ended September 30, 2009 cost of sales were $nil as
compared to $80 for the corresponding prior period. This decrease in cost of
sales 100%, can be attributed to the timing of orders received from our
customers and the respective expense related to those sales.
For the
three months ended September 30, 2009 cost of sales were $nil as compared to
$nil during the corresponding prior period.
Operating
Expenses
For
the nine months ended September 30, 2009 we incurred $ 42,883 in
selling, general & administrative expenses as compared to $ 74,075 in the
corresponding 2008 period. This decrease 42%, results from the “spin off”
transaction with CCUC, wherein the operating expenses of the business remain
with WWR. During the nine months ended September 30, 2009 we incurred $5,000 in
fees related to audit and accounting services compared to $24,000 in the
corresponding 2008 period.
For the
three months ended September 30, 2009 we incurred $15,000 in selling, general
and administrative expenses as compared to $25 in the corresponding 2008 period.
The decrease is related to the timing of charges incurred related to audit fees
and payroll expense related to Mr. Owens.
Liquidity
and Capital Resources
As of
September 30, 2009, our cash on hand was $2,521; total current assets were
$8,309 and total current liabilities amounted to $5,329, including an advance
from Mr. Amand of $329. As of September 30, 2009, the total
stockholders’ equity was $2,980. Until the company achieves a net
positive cash flow from operations, we are dependent on the Officer of the
Company to advance us sufficient funds to continue operations as well the
continued contribution of services by officers of the Company. We may
seek additional capital to fund potential costs associated with expansion and/or
acquisitions.
In their
report dated April 14, 2009, our independent auditors stated that our financial
statements for the year ended December 31, 2008 were prepared assuming that we
would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of recurring losses from operations and
cash flow deficiencies since our inception. We continue to experience net
losses. Our ability to continue as a going concern is subject to our
ability to generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible. In light of our financial position, and the current
global credit crisis, we may be unable to raise working capital sufficient to
continue to fund the operations of the business. If we are unable to
continue as a going concern, you may lose your entire investment. Our management
has currently been advancing funds to the Company to help sustain its operations
on a non-interest bearing and unsecured basis. Given the difficult
current economic environment, we believe that it will be difficult to raise
additional funds and there can be no assurance as to the availability of
additional financing or the terms upon which additional financing may be
available. In addition, the going concern explanatory paragraph
included in our auditor’s report on our consolidated financial statements could
inhibit our ability to enter into strategic alliances or other collaborations or
our ability to raise additional financing. If we are unable to obtain
such additional capital, we will not be able to sustain our operations and would
be required to cease our operations and/or seek bankruptcy
protection. Even if we do raise sufficient capital and generate
revenues to support our operating expenses, there can be no assurance that the
revenue will be sufficient to enable us to develop our business to a level where
it will generate profits and cash flows from operations. In addition,
if we raise additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders could be significantly
diluted, and these newly-issued securities may have rights, preferences, or
privileges senior to those of existing stockholders. If we obtain
additional debt financing, a substantial portion of our operating cash flow may
be dedicated to the payment of principal and interest on such indebtedness, and
the terms of the debt securities issued could impose significant restrictions on
our operations.
29
We
estimate that in the next nine months we will need approximately $50,000 in new
funds; specifically $10,000 in website design and software costs, $14,000 in
employee salaries, commission and consulting, $6,000 for periodical and online
marketing and promotion, $10,000 for inventory and product samples, and $10,000
in working capital.
We
believe that future funding may be obtained from public or private offerings of
equity securities, debt or convertible debt securities or other
sources. Stockholders should assume that any additional funding will
likely be dilutive. Accordingly, our officers, directors and other
affiliates are not legally bound to provide funding to us. Because of
our limited operations, if our officers and directors do not pay for our
expenses, we will be forced to obtain funding. We currently do not
have any arrangements to obtain additional financing from other
sources. In view of our limited operating history, our ability to
obtain additional funds is limited. Additional financing may only be
available, if at all, upon terms which may not be commercially advantageous to
us.
Results
of Operations - Comparison for the Year Ended December 31, 2008 to the Year
Ended December 31, 2007
Revenues
For the
year ended December 31, 2008 revenues were $2,886 as compared to $14,078 for the
year ended December 31, 2007, a decrease of $11,192, or 79.5%. This
decrease in revenue was mainly the result of the lack of capital to implement
its business plan.
Cost
of Sales
Our cost
of goods sold for year ended December 31, 2008 were $6,912, or 239.5% of our
sales as compared to $5,683, or 40.4% of our sales for the year ended December
31, 2007. The increase in cost of sales directly relates to the write-
down of slow moving or obsolete inventory in the fiscal year ended December 31,
2008 of $5,019.
Operating
Expenses
For the
year ended December 31, 2008, our operating expenses were $74,282, as compared
to $8,539 for the prior year. The increase in operating expenses relates
to charges incurred for audit fees, as well as payroll expense associated with
services contributed by officers of the Company.
Liquidity
and Capital Resources
As of
December 31, 2008, our cash on hand was $75; total assets were $8,363, total
current liabilities were $ nil and total stockholders’ equity was $8,363.
Until the company achieves a net positive cash flow from operations, we
intend to use debt to cover the anticipated negative cash flow. We are seeking
additional capital to fund potential costs associated
30
with
expansion and/or acquisitions. We believe that future funding may be
obtained from public or private offerings of equity securities, debt or
convertible debt securities or other sources. Stockholders should assume
that any additional funding will likely be dilutive. Accordingly, our
officers, directors and other affiliates have provided and will continue to
provide periodic cash inflows without interest in order to assist the Company in
meeting its operational obligations. Because of our limited operations, if
our officers and directors do not pay for our expenses, we will be forced to
obtain funding. We currently do not have any arrangements to obtain
additional financing from other sources. In view of our limited operating
history, our ability to obtain additional funds is limited. Additional
financing may only be available, if at all, upon terms which may not be
commercially advantageous to us.
Inflation
The
impact of inflation on the costs of our company, and the ability to pass on cost
increases to its customers over time is dependent upon market conditions.
We are not aware of any inflationary pressures that have had any
significant impact on our operations over the past quarter, and we do not
anticipate that inflationary factors will have a significant impact on future
operations.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
maintain off-balance sheet arrangements nor do we participate in non-exchange
traded contracts requiring fair value accounting treatment.
DIRECTORS
AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive
Officers and Directors
Below are
the names and certain information regarding our sole executive officer and
directors:
Name
|
Age
|
Position
|
John
Amand
|
58
|
Chief
Executive Officer, Chief Financial Officer, President
and Director
|
E. Todd Owens | 32 | Secretary, Principal Accounting Officer and Director |
Set forth
below is a biographical description of our executive officers and directors
based on information supplied by each of them.
John Amand. Mr.
Amand has been the President and a director of our Company since January
2006. He was born in Buffalo, New York in 1951. Mr. Amand
was employed by BASF in their Troy branch from the early seventies until
1975. In 1975 he took the role of a supporting actor in the Wyandotte
Community
31
Theater
production of ‘Inherit the Wind’, which led to work in a number of motion
pictures including ‘Pals’ along with George C Scott, Don Ameche and Sylvia
Sydney. Mr. Amand currently resides near Savannah, Georgia and
devotes his spare time to writing and publishing articles on a variety of
subjects. He had been disabled for the past twelve years with avascular
necrosis, a bone disease. He devotes such time to the Company as is
required by its current operations.
E. Todd Owens. Since
January 2007, Mr. Owens has served as the Secretary, Principal Accounting
Officer and as a Director of our company. Since 2005 to present, Mr.
Owens has served as a researcher for the American Foreign Policy
Council. In addition, Mr. Owens is a member of the United States
Marine Corps Reserve. From 1999 to 2005, Mr. Owens served as an
analyst/scout sniper for the United States Marine Corps and during 2004 and 2005
he was deployed in Iraq. From 2002 to 2004, Mr. Owens served as a
Commodity Futures Specialist for Iowa Grain Company and from 2001 to 2002 as an
Options Analyst for the Kansas City Board of Trade. Mr. Owens
graduated from the University of Kansas in 2001 and from the Defense Language
Institute in 2004. Mr. Owens is fluent in Arabic.
CODE
OF ETHICS
We have
not adopted a Code of Ethics and Business Conduct for Officers, Directors and
Employees that applies to all of the officers, directors and employees of our
company.
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The
following table sets forth the cash compensation (including cash bonuses) paid
or accrued and equity awards granted by us for years ended December 31, 2008 and
2007 to our Chief Executive Officer and our most highly compensated officers
other than the Chief Executive Officer at December 31, 2008 whose total
compensation exceeded $100,000. No compensation greater than $100,000 was
awarded during 2009.
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
J.
Amand (1)
|
2008
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
2007
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
E.
Todd Owens
|
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2007
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
President and director.
32
OUTSTANDING
EQUITY AWARDS
No named
executive officer has received an equity award.
DIRECTOR
COMPENSATION
We do not
pay directors compensation for their service as directors.
Employment
and Other Agreements
We have
not entered into any employment agreement as of the date hereof.
DIRECTOR
INDEPENDENCE
Our board
of directors has determined that Messrs. Amand and Owens are not “independent”
directors, based upon the based on the independence criteria set forth in the
corporate governance listing standards of the Nasdaq Stock Market, the exchange
that we selected in order to determine whether our directors and committee
members meet the independence criteria of a national securities exchange, as
required by Item 407(a) (1) of Regulation S-K. An independent director means a
person who is not an employee (or a relative of an employee), who has no
material business relationship with the company, and also in not a significant
owner of the company’s shares. Due to its small size the Company does not
presently have a separately designated audit committee, compensation committee
or nominating committee.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of September 30, 2009 with
respect to the beneficial ownership of the Company's outstanding common stock by
(i) any holder of more than five (5%) percent; (ii) each of the named executive
officers, directors and director nominees; and (iii) our directors, director
nominees and named executive officers as a group, as such will exist after the
issuance of shares. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially owned. The below table is based on 6,478,559 shares of
common stock outstanding as of September 30, 2009.
|
Common
Stock Beneficially Owned (1)
|
Percentage
of Common Stock (1)
|
|||||
Classic
Costume Company, Inc.
|
6,478,559
|
100%
|
|||||
817
West End Avenue, Suite 3C
New
York, NY 10025
|
The
following table sets forth certain information, as of September 30, 2009 with
respect to the pro forma beneficial ownership of the Company's outstanding
common stock by (i) any holder of more than five (5%) percent; (ii) each of the
named executive officers, directors and director nominees; and (iii) our
directors, director nominees and named executive officers as a group, as such
will exist after the issuance of shares. Except as otherwise
indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned. The below table is based on
6,478,559 shares of common stock outstanding as of September 30,
2009.
33
Common
Stock Beneficially Owned (1)
|
Percentage
of Common Stock (1)
|
||
E,
Todd Owens (2)
|
5,000,000
|
77.2%
|
|
817 West End Avenue Suite 3C | |||
New
York, NY 10025
|
|||
J.
Amand (2)
|
-
|
-
|
|
Sichenzia
Ross Friedman Ferrence, LLP
|
1,079,559
|
16.6%
|
|
1065
Avenue if Americas, 21st
Floor
|
|||
New
York, New York 10018
|
|||
All
officers and directors as group (2) persons
|
5,000,000
|
77.2%
|
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(d) (1) of
the Exchange Act, as amended and generally includes voting or investment power
with respect to securities. Pursuant to the rules and regulations
of
34
the
Securities and Exchange Commission, shares of common stock that an individual or
group has a right to acquire within 60 days pursuant to the exercise of options
or warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to be
outstanding for the purposes of computing the percentage ownership of any other
person shown in the table.
(2)
Officer and/or director of the Company.
(3) The
firm itself owns the shares they are not acting as an agent for a third
party
EQUITY
COMPENSATION PLAN INFORMATION
The
following table shows information with respect to each equity compensation plan
under which the Company’s common stock is authorized for issuance as of December
31, 2008.
Number
of securities
|
||||||
Number
of securities
|
remaining
available for
|
|||||
to
be issued upon
|
Weighted
average
|
future
issuance under
|
||||
exercise
of
|
exercise
price of
|
equity
compensation
|
||||
outstanding
options,
|
outstanding
options,
|
plans
(excluding
|
||||
Plan
category
|
warrants
and rights
|
warrants
and rights
|
securities
in first column)
|
|||
Equity
compensation
|
||||||
plans
approved by
|
||||||
security
holders
|
None
|
-
|
None
|
|||
Equity
compensation
|
||||||
plans
not approved
by
|
||||||
security
holders
|
None
|
-
|
None
|
|||
Total
|
None
|
-
|
None
|
35
Selling
Shareholders
6,478,559
shares of our common stock are being spin-off to the shareholders of CCUC. In
addition, 1,478,559 shares of common stock which form that portion of
the spun off shares not owned by the controlling shareholder are
being registered for resale to the public. Persons who may be deemed to be our
affiliates after the distribution generally include individuals or entities that
control, are controlled by or are under common control with us, which may
include certain of our executive officers, directors, or principal stockholders.
Securities held by our affiliates will be subject to resale restrictions under
the Securities Act. Our affiliates will be permitted to sell shares of our
common stock only pursuant to an effective registration statement or an
exemption from the registration requirements of the Securities Act, such as the
exemption afforded by Rule 144 under the Securities Act. “Although it is
receiving no proceeds from the offering CCUC may be deemed to be a selling
shareholder since it is distributing the 6,478,559 shares to its shareholders of
record as at November 1, 2008. CCUC owned all 6,478,559 shares (100%) prior to
the Offering. It is the parent of the Company. E. Todd Owens, who is receiving
5,000,000 shares in the spin-off has declared that he is the sole control person
in the Company.
The
selling shareholders named below are selling the securities. The table assumes
that all of the securities will be sold in this offering. However, any or all of
the securities listed below may be retained by any of the selling shareholders,
and therefore, no accurate forecast can be made as to the number of securities
that will be held by the selling shareholders upon termination of this offering.
These selling shareholders acquired their shares by virtue of the spin off also
being registered herein. We believe that the selling shareholders listed in the
table have sole voting and investment powers with respect to the securities
indicated. We will not receive any proceeds from the sale of the securities by
the selling shareholders. No selling shareholders are broker-dealers or
affiliates of broker-dealers.
Shares
to
|
Shares
|
||||
be
offered
|
Amount
|
Percentage
|
Any
|
||
by
the
|
owned
after
|
owned
after
|
transactions
|
||
Selling
|
Percentage
|
the
offering
|
the
offering
|
or
|
|
Stock-
|
owned
before
|
assuming
all
|
assuming
all
|
Relationship
|
|
Selling
shareholder
|
holders
|
Offering
|
shares
sold
|
shares
sold
|
in
past 3 years
|
Audrey
Alunan
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Aurora
Alunan
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Gina
Alunan
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Julio
Alunan
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Michael
Alunan
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Bond
Street Investments
|
30,000
|
.46%
|
0
|
0%
|
None
|
||||
Cindy
Caleffie
|
5,000
|
.077%
|
0
|
0%
|
None
|
||||
CEDE
& Co.
|
10,650
|
.16%
|
0
|
0%
|
None
|
||||
Bradley
Fidler
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Drew
Fidler
|
10,000
|
.155%
|
0
|
0%
|
None
|
||||
Roger
Fidler
|
10,000
|
.15%
|
0
|
0%
|
None
|
||||
Barbara
Gardener
|
10,000
|
.15%
|
0
|
0%
|
None
|
||||
Robert
Gardener
|
10,000
|
.15%
|
0
|
0%
|
None
|
||||
International
Capital Advisors
|
25,000
|
.39%
|
0
|
0%
|
None
|
||||
Elaine
Jordan
|
2,000
|
.03%
|
0
|
0%
|
None
|
||||
J.D.
Jordan
|
40,000
|
.61%
|
0
|
0%
|
None
|
||||
Raymond
Mariani
|
50,000
|
.77%
|
0
|
0%
|
None
|
||||
Robert
Mariani
|
50,000
|
.77%
|
0
|
0%
|
None
|
||||
George
Marquez
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Solenge
Marquez
|
500
|
.007%
|
0
|
0%
|
None
|
||||
PIVO
Associates
|
1,000
|
.015%
|
0
|
0%
|
None
|
||||
Sterling
LLC
|
20,000
|
.30%
|
0
|
0%
|
None
|
||||
National
Vending
|
30,000
|
.46%
|
0
|
0%
|
None
|
||||
Sichenzia
Ross Friedman Ferrence
|
1,076,559
|
16.61%
|
0
|
0%
|
Parent’s
Prior Counsel
|
||||
Western
Securities Corp.
|
99,850
|
1.54%
|
0
|
0%
|
None
|
||||
TOTAL:
|
1,478,559
|
22.82%
|
0
|
0%
|
36
Blue
Sky
Thirty-eight
states and the District of Columbia have what is commonly referred to as a
“manual exemption” for secondary trading of securities such as those to be
resold by Selling Stockholders under this registration statement. In these
states, so long as we obtain and maintain a listing in Standard and Poor’s
Corporate Manual, secondary trading can occur without any filing, review or
approval by state regulatory authorities in these states. These states are:
Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of
Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont,
Washington, West Virginia and Wyoming. We cannot secure this listing, and thus
this qualification, until after this registration statement is declared
effective. Once we secure this listing, secondary trading can occur in these
states without further action.
All our
shareholders currently reside in these states, outside the U.S. or in
Pennsylvania, New York and Louisiana. We will make the appropriate filings in
Pennsylvania, New York and Louisiana to permit sales of the securities
registered in this offering.
We
currently do not intend to and may not be able to qualify securities for resale
in other states which require shares to be qualified before they can be resold
by our shareholders.
PLAN OF
DISTRIBUTION
With respect to the distribution of the spun off
shares, shareholders of CCUC will receive one (1) of our shares for
every two (2) shares of CCUC, which they owned on November 1, 2008, the record
date of the distribution. Fractional shares will be rounded up to the next
whole share. These distributions will be made within two (2) days of the
date of this Prospectus by CCUC.
Our
common stock is currently not quoted on any market. No market may ever develop
for our common stock, or if developed, may not be sustained in the future.
Accordingly, our shares should be considered totally illiquid, which inhibits
investors’ ability to resell their shares.
Selling
shareholders are offering up to 1,478,559 shares of common stock. The selling
shareholders will offer their shares, if at all, at $0.05 per share until our
shares are quoted on the OTC Bulletin Board and, assuming we secure this
qualification, thereafter at prevailing market prices or privately negotiated
prices. We will not receive proceeds from the sale of shares from the selling
shareholders. We will pay all expenses of registering the
securities.
The
securities offered by this prospectus will be sold by the selling shareholders
without underwriters and without commissions. The distribution of the securities
by the selling shareholders may be effected in one or more transactions that may
take place in the over-the-counter market or privately negotiated
transactions.
The
selling shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholders, the pledge in such loan
transactions would have the same rights of sale as the selling shareholders
under this prospectus. The selling shareholders may also enter into exchange
traded listed option transactions, which require the delivery of the securities
listed under this prospectus. After our securities are qualified for quotation
on the OTC Bulletin Board, the selling shareholders may also transfer securities
owned in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such selling shareholders under this
prospectus.
37
In
addition to the above, each of the selling shareholders will be affected by the
applicable provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the securities by the selling shareholders or any such other person. We
have instructed our selling shareholders that they may not purchase any of our
securities while they are selling shares under this registration
statement.
Upon this
registration statement being declared effective, the selling shareholders may
offer and sell their shares from time to time until all of the shares registered
are sold; however, this offering may not extend beyond two years from the
initial effective date of this registration statement.
There can
be no assurances that the selling shareholders will sell any or all of the
securities. In various states, the securities may not be sold unless these
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied
with.
All of
the foregoing may affect the marketability of our securities. Pursuant to oral
promises we made to the selling shareholders, we will pay all the fees and
expenses incident to the registration of the securities.
Should
any substantial change occur regarding the status or other matters concerning
the selling shareholders or us, we will file a post-effective amendment
disclosing such matters.
OTC Bulletin Board
Considerations
To be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an FINRA Market Maker and they have filed our
application on Form 211 with the FINRA, and FINRA has cleared such listing
pending the effectiveness of the registration statement of which this prospectus
forms a part. Based upon our counsel’s prior experience, we anticipate that
after this registration statement is declared effective, it will take
approximately 2 - 8 weeks for the FINRA to issue a trading
symbol.
The OTC
Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has
no business relationship with issuers of securities quoted on the OTC Bulletin
Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities,
do not apply to securities quoted on the OTC Bulletin Board.
Although
the NASDAQ stock market has rigorous listing standards to ensure the high
quality of its issuers, and can delist issuers for not meeting those standards,
the OTC Bulletin Board has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application, and is
obligated to comply with keeping information about the issuer in its files.
FINRA cannot deny an application by a market maker to quote the stock of a
company. The only requirement for inclusion in the bulletin board is that the
issuer be current in its reporting requirements with the
SEC.
Although
we anticipate listing on the OTC Bulletin board will increase liquidity for our
stock, investors may have greater difficulty in getting orders filled because it
is anticipated that if our stock trades on a public market, it initially will
trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be
filled at a price much different than expected when an order is placed. Trading
activity in general is not conducted as efficiently and effectively as with
NASDAQ-listed securities.
Investors
must contact a broker-dealer to trade OTC Bulletin Board securities. Investors
do not have direct access to the bulletin board service. For bulletin board
securities, there only has to be one market maker.
Bulletin
board transactions are conducted almost entirely manually. Because there are no
automated systems for negotiating trades on the bulletin board, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders - an
order to buy or sell a specific number of shares at the current market price -
it is possible for the price of a stock to go up or down significantly during
the lapse of time between placing a market order and getting
execution.
Because
bulletin board stocks are usually not followed by analysts, there may be lower
trading volume than for NASDAQ-listed securities.
38
FEDERAL
INCOME TAX CONSIDERATIONS
General
The
following discusses U.S. federal income tax consequences of the spin-off
transactions to CCUC stockholders who hold CCUC common stock as a capital
asset. The discussion that follows is based on the Internal Revenue
Code, Treasury Regulations issued under the Internal Revenue Code, and judicial
and administrative interpretations of the Code, all as in effect as of the date
of this Prospectus, all of which are subject to change at any time, possibly
with retroactive effect. This summary is not intended as a complete
description of all tax consequences of the spin-off, and in particular may not
address U.S. federal income tax considerations applicable to CCUC stockholders
who are subject to special treatment under U.S. federal income tax
law. Stockholders subject to special treatment include, for
example:
·
|
foreign
persons (for income tax purposes, a non-U.S. person is a person who is not
a citizen or a resident of the United States, or an alien individual who
is a lawful permanent resident of the United States, or meets the
substantial presence residency test under the federal income tax laws, or
a corporation, partnership or other entity that is not organized in or
under the laws of the United States or any state thereof or the District
of Columbia),
|
·
|
financial
institutions,
|
·
|
dealers
in securities,
|
·
|
traders
in securities who elect to apply a market-to-market method of
accounting,
|
·
|
insurance
companies,
|
·
|
tax-exempt
entities,
|
·
|
holders
who acquire their shares pursuant to the exercise of employee stock
options or other compensatory rights,
and
|
·
|
holders
who hold CCUC common stock as part of a hedge, straddle, conversion, or
constructive sale.
|
39
Further,
no information is provided in this Prospectus with respect to the tax
consequences of the spin-off under applicable foreign, state, or local
laws.
CCUC
stockholders are urged to consult with their tax advisors regarding the tax
consequences of the spin-off to them, as applicable, including the effects of
U.S. federal, state, local, foreign and other tax laws.
We
believe that the distribution will not qualify as a tax-free distribution
because we do not believe it meets the requirements of Section 355 of the
Code.
Based
upon the assumption that the spin-off fails to qualify as a tax-free
distribution under Section 355 of the Code, then each CCUC stockholder
receiving our shares of common stock in the spin-off generally would be treated
as if such stockholder received a taxable distribution in an amount equal to the
fair market value of our common stock when received. This would
result in:
·
|
a
dividend to the extent paid out of CCUC’s current and accumulated earnings
and profits at the end of the year in which the spin-off occurs;
then
|
·
|
a
reduction in your basis in CCUC common stock to the extent that the fair
market value of our common stock received in the spin-off exceeds your
share of the dividend portion of the distribution referenced above; and
then
|
·
|
gain
from the sale or exchange of CCUC common stock to the extent the amount
received exceeds the sum of the portion taxed as a dividend and the
portion treated as a reduction in
basis.
|
·
|
each
shareholder’s basis in our common stock will be equal to the fair market
value of such stock at the time of the spin-off. If a public
trading market for our common stock develops, we believe that the fair
market value of the shares will be equal to the public trading price of
the shares on the distribution date. However, if a public
trading market for our shares does not exist on the distribution date,
other criteria will be used to determine fair market value, including such
factors as recent transactions in our shares, our net book value, and
other recognized criteria of value.
|
Following
completion of the distribution, information with respect to the allocation of
tax basis among CCUC and our common stock will be made available to the holders
of CCUC common stock.
Back-up
Withholding Requirements
U.S.
information reporting requirements and back-up withholding may apply with
respect to dividends paid on and the proceeds from the taxable sale, exchange or
other disposition of our common stock unless the stockholder:
·
|
is
a corporation or comes within certain other exempt categories and, when
required, demonstrates these facts;
or
|
·
|
provides
a correct taxpayer identification number, certifies that there has been no
loss of exemption from back-up withholding and otherwise complies with
applicable requirements of the back-up withholding
rules.
|
40
A
stockholder who does not supply CCUC with his, her, or its correct taxpayer
identification number may be subject to penalties imposed by the
I.R.S. Any amount withheld under these rules will be creditable
against the stockholder’s federal income tax liability. Stockholders
should consult their tax advisors as to their qualification for exemption from
back-up withholding and the procedure for obtaining such
exemption. If information reporting requirements apply to the
stockholder, the amount of dividends paid with respect to the stockholder’s
shares will be reported annually to the I.R.S. and to the
stockholder.
Federal
Securities Laws Consequences
Of the
6,478,559 shares of WWR common stock distributed to CCUC stockholders in the
spin-off, 1,478,559 shares will be freely transferable under the Act, except for
those securities received by persons who may be deemed affiliates of WWR under
Securities Act rules. Persons who may be deemed to be affiliates of
WWR after the spin-off generally include individuals or entities that control,
are controlled by, or are under common control with WWR, such as our directors
and executive officers. 5,000,000 shares of our common stock will be
held by affiliates after completion of the spin-off.
Persons
who are affiliates of WWR generally will be permitted to sell their shares of
WWR common stock received in the spin-off only pursuant to Rule 144 under
the Securities Act. However, because the shares received in the
spin-off are not restricted securities, the holding period requirement of
Rule 144 will not apply. As a result, WWR common stock received
by WWR affiliates pursuant to the spin-off may be sold if certain provisions of
Rule 144 under the Securities Act are complied with (e.g., the amount sold
within a three-month period does not exceed the greater of one percent of the
outstanding WWR common stock or the average weekly trading volume for WWR common
stock during the preceding four-week period, and the securities are sold in
“broker’s transactions” and in compliance with certain notice provisions under
Rule 144).
USE
OF PROCEEDS
WWR will
receive none of the proceeds of the 6,478,559 shares.
As of
September 30, 2009 the Company’s 6,478,559 shares of issued and outstanding
Common Stock were all held by CCUC. The shares existing prior to the split
were split into 6,478,559 shares and these shares will be spun out to the
shareholders of CCUC at a rate of one World Wide share for each two shares of
CCUC held by the present CCUC holders. Only the shares to be held by E.
Todd Owens will be subject to the volume selling requirements of Rule
144.
In
general, under Rule 144 as currently in effect, a person or persons whose shares
are aggregated, including an Affiliate, who has beneficially owned Restricted
Shares for at least one
41
year is
entitled to sell, within any three-month period, a number of such shares that
does not exceed the greater of:
(i) One
percent of the outstanding shares of Common Stock; or
(ii) The
average weekly trading volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale is filed with the Securities and
Exchange Commission.
Sales
under Rule 144 are also subject to certain manner of sale provisions and notice
requirements and to the availability of current public information about WWR In
addition, a person who is not an Affiliate and has not been an Affiliate for at
least three months prior to the sale and who has beneficially owned Restricted
Shares for at least one year may resell such shares without regard to the
requirements described above. WWR is unable to estimate the number of
Restricted Shares that ultimately will be sold under Rule 144 because the number
of shares will depend in part on the market price for the Common Stock, the
personal circumstances of the sellers and other factors. See “Risk
Factors--Shares Eligible for Future Sale” and “Risk Factors--Possible Volatility
of Stock Price.”
DESCRIPTION
OF SECURITIES
The
authorized capital stock consists of 25,000,000 shares of common stock, par
value $.001 per share. As of September 30, 2009, there were 6,478,559
shares of Common Stock issued and outstanding. The following summary
description of the Common Stock is qualified in its entirety by reference to the
Company's Certificate of Incorporation and all amendments
thereto.
Common
Stock
Our
authorized capital stock consists of 25,000,000 shares of common stock, par
value $.001 per share. Each share of Common Stock entitles its holder to
one non-cumulative vote per share and, the holders of more than fifty percent
(50%) of the shares voting for the election of directors can elect all the
directors if they choose to do so, and in such event the holders of the
remaining shares will not be able to elect a single director. Holders of
shares of Common Stock are entitled to receive such dividends, as the board of
directors may, from time to time, declare out of Company funds legally available
for the payment of dividends. Upon any liquidation, dissolution or winding
up of the Company, holders of shares of Common Stock are entitled to receive pro
rata all of the assets of the Company available for distribution to common
stockholders.
Stockholders
do not have any pre-emptive rights to subscribe for or purchase any stock,
warrants, or other securities of the Company. The Common Stock is not
convertible or redeemable. Neither the Company's Certificate of
Incorporation nor its By-Laws provide for pre-emptive rights.
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 WWR. Furthermore, none of the
experts was hired on a contingent basis
42
and none
of the other experts named herein will receive a direct or indirect interest in
WWR.
TRANSFER
AGENT
The
Transfer Agent and Registrar for the common stock is Continental Stock Transfer
& Trust, New York, NY.
LEGAL
MATTERS
The
validity of the shares of common stock offered in this prospectus has been
passed upon for us by Roger L.
Fidler, Esq., Midland Park, New Jersey 07432. His telephone number is
(201) 670-0881. Mr. Fidler will own 10,000 shares of the Company’s common stock
after the spin-off.
EXPERTS
Our
audited financial statements as of December 31, 2008 and 2007 and for the
periods then ended and for the period from January 18, 2005 (inception) to
December 31, 2008 have been included in this prospectus and in the registration
statement filed with the Securities and Exchange Commission in reliance upon the
report of independent auditors, dated April 14, 2009 upon authority as experts
in accounting and auditing. Sherb & Co., LLP’s report on the financial
statements can be found at the end of this prospectus and in the registration
statement.
DESCRIPTION
OF PROPERTY
We
maintain our principal office at 817 West End Avenue, Apt. 3C. Our
telephone number is (646) 259-1009. We currently do not occupy office space, as
our business is primarily e-commerce. This arrangement is expected to
continue until such times as it becomes necessary for us to relocate, as to
which no assurances can be given.
Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for income.
We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.
LITIGATION
The
Company is not engaged in any litigation, nor is any litigation pending or been
threatened.
OUR
TRADING SYMBOL
The
Common Stock of WWR does not have a trading symbol at this time.
As of
September 30, 2009, there were 26 shareholders of record for the Company’s
6,478,559 shares of outstanding common stock.
43
DIVIDENDS
We have
never paid a cash dividend on our common stock. It is our present policy
to retain earnings, if any, to finance the development and growth of our
business. Accordingly, we do not anticipate that cash dividends will be
paid until our earnings and financial condition justify such dividends, and
there can be no assurance that we can achieve such earnings.
CERTAIN
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS REGARDING
INDEMNIFICATION OF DIRECTORS AND OFFICERS REGARDING INDEMNIFICATION
The
Certificate of Incorporation of the Company provides indemnification to the
fullest extent permitted by Nevada law for any person whom the Company may
indemnify there under, including directors, officers, employees, and agents of
the Company. In addition, the Certificate of Incorporation, as permitted
under the Nevada General Corporation Law, eliminates the personal liability of
the directors to the Company or any of its stockholders for damages for breaches
of their fiduciary duty as directors. As a result of the inclusion of such
provision, stockholders may be unable to recover damages against directors for
actions taken by directors which constitute negligence or gross negligence or
that are in violation of their fiduciary duties. The inclusion of this
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation against directors and other types of
stockholder litigation, even though such action, if successful, might otherwise
benefit the Company and its stockholders.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Act”) may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. The Company's Certificate of
Incorporation provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except as limited by Nevada law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.
Insofar
as indemnification for liabilities may be invoked to disclaim liability for
damages arising under the Securities Act of 1933, as amended, or the Securities
Act of 1934, (collectively, the “Acts”) as amended, it is the position of the
Securities and Exchange Commission that such indemnification is against public
policy as expressed in the Acts and are therefore, unenforceable.
44
NEVADA
ANTI-TAKEOVER LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAW
PROVISIONS
Provisions
of Nevada law and our Certificate of Incorporation and By-Laws could make more
difficult our acquisition by a third party and the removal of our incumbent
officers and directors. These provisions, summarized below, are expected
to discourage coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Company to first negotiate
with us. We believe that the benefits of increased protection of our
ability to negotiate with proponent of an unfriendly or unsolicited acquisition
proposal outweigh the disadvantages of discouraging such proposals because,
among other things, negotiation could result in an improvement of their
terms.
We are
subject to the Nevada General Corporation Law, which regulates corporate
acquisitions. In general, Section 203 prohibits a publicly held Nevada
corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years following the date the person became an
interested stockholder, unless:
(i) The
Board of Directors approved the transaction in which such stockholder became an
interested stockholder prior to the date the interested stockholder attained
such status;
(ii) Upon
consummation of the transaction that resulted in the stockholder's becoming an
interested stockholder, he or she owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding shares
owned by persons who are directors and also officers; or
(iii) On
subsequent to such date the business combination is approved by the Board of
Directors and authorized at an annual or special meeting of
stockholders.
A
“business combination” generally includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
stockholder. In general, an “interested stockholder” is a person who,
together with affiliates and associates, owns, or within three years prior to
the determination of interested stockholder status, did own, 15% or more of the
corporation's voting stock.
WHERE
YOU CAN FIND MORE INFORMATION
Upon
effectiveness of this registration statement, we will commence filing reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any report, proxy statement or other
information we file with the Commission at the Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, we will file electronic versions of these
documents on the Commission's Electronic Data Gathering Analysis and Retrieval,
or EDGAR, System. The Commission maintains a website at http://www.sec.gov
that contains reports, proxy statements and other information filed with the
Commission.
We have
filed a registration statement on Form S-1 with the Commission to register
shares of our common stock. This prospectus is part of that registration
statement and as permitted by the Commission’s
45
rules,
does not contain all of the information set forth in the registration statement.
For further information with respect to us, or our common stock, you may
refer to the registration statement and to the exhibits and schedules filed as
part of the registration statement. You can review a copy of the
registration statement and its exhibits and schedules at the public reference
room maintained by the Commission, and on the Commission's web site, as
described above.
You should note that statements contained in this prospectus that refer to
the contents of any contract or other document are not necessarily complete.
Such statements are qualified by reference to the copy of such contract or
other document filed as an exhibit to the registration statement.
46
World
Wide Relics, Inc.
(a
development stage company)
INDEX
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Audited
Financial Statements:
|
||
Balance
Sheets as of December 31, 2008 and 2007
|
F-2
|
|
Statements
of Operations for the Years Ended December 31, 2008 and 2007 and for the
period from January 18, 2005 (inception) to December 31,
2008
|
F-3
|
|
Statements
of Changes in Stockholders’ Equity (Deficit) for the Period from January
18, 2005 (inception) to December 31, 2008.
|
F-4
|
|
Statements
of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the
period from January 18, 2005 (inception) to December 31,
2008.
|
F-5
|
|
Notes
to Financial Statements at December 31, 2008 and 2007
|
F-6
|
|
FINANCIAL
STATEMENTS:
|
||
Consolidated
Balance Sheets as of September 30, 2009 (Unaudited) and December 31,
2008
|
F-13
|
|
Statements
of Operations for the Three Months and Nine Months Ended September 30,
2009 and 2008 (Unaudited) and from (January 18, 2005 (inception), to
September 30, 2009 (Unaudited)
|
F-14
|
|
Statement
of Changes in Stockholders’ Equity (Deficit) for the period from January
18, 2005 (inception) to September 30, 2009 (Unaudited)
|
F-15
|
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2009 and
2008 (Unaudited) and from January 18, 2005 (inception) , to September 30,
2009 (Unaudited)
|
F-16
|
|
Notes
to Financial Statements at September 30, 2009 (Unaudited)
|
F-17
|
47
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
World
Wide Relics Inc.
New
York, N.Y.
We have
audited the accompanying balance sheets of World Wide Relics (a development
stage company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the years ended
December 31, 2008 and 2007 and for the period from January 18, 2005 (Inception)
to December 31, 2008. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of World Wide Relics,
Inc,(a development stage company) as of December 31, 2008 and 2007 and the
results of their operations and their cash flows for the years ended December
31, 2008 and 2007 and from January 18, 2005 (Inception) to December 31, 2008, in
conformity with U. S. generally accepted accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has generated limited
revenue since inception on January 18, 2005, and has sustained net losses of
$91,895 since inception through December 31, 2008. As a result, the
current operations are not an adequate source of cash to fund future operations.
These issues among others raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Dated:
April 14,
2009 By:
/s/Sherb &Co., LLP
New York,
New
York Sherb
& Co., LLP- Certified Public Accountants
F-1
World
Wide Relics, Inc.
(a
development stage company)
BALANCE
SHEETS
December
31, 2008
|
December
31, 2007
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$
|
75
|
$
|
274
|
||||
Accounts
receivable
|
2,500
|
-
|
||||||
Inventories
|
5,788
|
6,132
|
||||||
Total
current assets
|
8,363
|
6,406
|
||||||
OTHER
ASSETS
|
||||||||
Capitalized
software costs, net
|
-
|
225
|
||||||
Total
assets
|
$
|
8,363
|
$
|
6,631
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Total
current liabilities
|
$
|
-
|
$
|
-
|
||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, $.001 par value, 5,000,000 shares authorized,
|
||||||||
No
shares issued and outstanding
|
-
|
-
|
||||||
Common
stock, $.001 par value, 25,000,000 shares authorized,
|
||||||||
6,478,559
shares issued and outstanding
|
6,479
|
6,479
|
||||||
Additional
Paid-In Capital
|
93,779
|
13,739
|
||||||
Deficit
accumulated during the development stage
|
(91,895
|
)
|
(13,587
|
)
|
||||
Total
stockholders' equity (deficit)
|
8,363
|
6,631
|
||||||
Total
liabilities and stockholders' equity (deficit)
|
$
|
8,363
|
$
|
6,631
|
The
accompanying notes to the financial statements are an integral part of these
statements.
F-2
World Wide Relics,
Inc.
(a
development stage company)
STATEMENTS
OF OPERATIONS
Cumulative
|
||||||||||||
Totals
|
||||||||||||
From
Inception
|
||||||||||||
For
the year ended
|
(January
18, 2005)
|
|||||||||||
December
31,
|
Through
|
|||||||||||
2009
|
2008
|
December
31, 2008
|
||||||||||
Revenue
|
$
|
2,886
|
$
|
14,078
|
$
|
21,836
|
||||||
Cost
of revenue
|
6,912
|
5,683
|
14,429
|
|||||||||
Gross
profit
|
(4,026
|
)
|
8,395
|
7,407
|
||||||||
General
and administrative expenses
|
||||||||||||
Audit
and professional fees
|
24,000
|
5,500
|
43,500
|
|||||||||
Payroll
expense
|
50,000
|
-
|
50,000
|
|||||||||
Amortization
of intangibles
|
225
|
-
|
425
|
|||||||||
Postage
and mailing
|
-
|
1,431
|
2,240
|
|||||||||
Other
|
57
|
1,608
|
3,137
|
|||||||||
Total
operating expenses
|
74,282
|
8,539
|
99,302
|
|||||||||
Net
loss
|
$
|
(78,308
|
)
|
$
|
(144
|
)
|
$
|
(91,895
|
)
|
|||
Loss
per share:
|
||||||||||||
Basic
and diluted loss
|
||||||||||||
per
share
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
||||||
Number
of common shares
|
||||||||||||
outstanding
- basic and diluted
|
6,478,559
|
6,478,559
|
The
accompanying notes to the financial statements are an integral part of these
statements.
F-3
World
Wide Relics, Inc.
(a
development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
During
|
Total
|
|||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
Development
|
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in
Capital
|
Stage
|
Equity
(Deficit)
|
||||||||||||||||||||||
Balance,
January 18, 2005 (inception)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
Issuance
of shares
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
-
|
1,000
|
||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(5,959
|
)
|
(5,959
|
)
|
|||||||||||||||||||
Balance,
December 31, 2005
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
(5,959
|
)
|
(4,959
|
)
|
||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(7,484
|
)
|
(7,484
|
)
|
|||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
(13,443
|
)
|
(12,443
|
)
|
||||||||||||||||||
Cash
transfer from parent
|
-
|
-
|
-
|
-
|
13,718
|
-
|
13,718
|
|||||||||||||||||||||
Allocation
of expense attributed to spin-off
|
-
|
-
|
-
|
-
|
5,500
|
5,500
|
||||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(144
|
)
|
(144
|
)
|
|||||||||||||||||||
Balance,
December 31, 2007
|
-
|
-
|
6,478,559
|
6,479
|
13,739
|
(13,587
|
)
|
6,631
|
||||||||||||||||||||
Cash
transfer from parent
|
-
|
-
|
-
|
-
|
6,040
|
-
|
6,040
|
|||||||||||||||||||||
Contributed
services
|
-
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
|||||||||||||||||||||
Allocation
of expense attributed to spin-off
|
-
|
-
|
-
|
-
|
24,000
|
-
|
24,000
|
|||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(78,308
|
)
|
(78,308
|
)
|
|||||||||||||||||||
Balance,
December 31, 2008
|
-
|
$
|
-
|
6,478,559
|
$
|
6,479
|
$
|
93,779
|
$
|
(91,895
|
)
|
$
|
8,363
|
The
accompanying notes to the financial statements are an integral part of these
statements.
F-4
World
Wide Relics, Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
Cumulative
|
||||||||||||
Totals
|
||||||||||||
From
Inception
|
||||||||||||
(January
18, 2005)
|
||||||||||||
For
the year ended December 31,
|
Through
|
|||||||||||
2008
|
2007
|
December
31, 2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(78,308
|
)
|
$
|
(144
|
)
|
$
|
(91,895
|
)
|
|||
Adjustments
to reconcile net loss to net
|
||||||||||||
cash
used in operating activities:
|
||||||||||||
Depreciation,
amortization and impairment
|
225
|
75
|
500
|
|||||||||
Write-down
of inventory
|
5,019
|
-
|
5,019
|
|||||||||
(Increase)
decrease in assets and liabilities:
|
||||||||||||
Accounts
receivable
|
(2,500
|
)
|
-
|
(2,500
|
)
|
|||||||
Inventory
|
(4,675
|
)
|
(1,140
|
)
|
(10,807
|
)
|
||||||
Accounts
payable
|
-
|
(14,000
|
)
|
-
|
||||||||
Net
cash used in operating activities
|
(80,239
|
)
|
(15,209
|
)
|
(99,683
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Computer
software development cost
|
-
|
-
|
(500
|
)
|
||||||||
Net
cash used in investing activities
|
-
|
-
|
(500
|
)
|
||||||||
Cash
flows from financing activities:
|
||||||||||||
Increase
in cash overdraft
|
-
|
(10
|
)
|
-
|
||||||||
Advance
from shareholder
|
-
|
(3,725
|
)
|
-
|
||||||||
Changes
in paid in capital related to contributed
|
||||||||||||
services
and expense related to spin-off
|
74,000
|
5,500
|
79,500
|
|||||||||
Issuance
of common stock
|
-
|
-
|
1,000
|
|||||||||
Net
cash transfer from/(to) parent
|
6,040
|
13,718
|
19,758
|
|||||||||
Net
cash provided by financing activities
|
80,040
|
15,483
|
100,258
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
(199
|
)
|
274
|
75
|
||||||||
Cash
and cash equivalents - beginning of period
|
274
|
-
|
-
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
75
|
$
|
274
|
$
|
75
|
The
accompanying notes to the financial statements are an integral part of these
statements.
F-5
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
1 -Description of Business
Our
Business
World
Wide Relics, Inc. (“WWR” or “We” or “the Company”) was formed as a Delaware
corporation on January 18, 2005. We are a development stage
corporation formed to market unique line of historical costumes and reenactment
clothing lines through our website with the registered domain name of
WorldWideRelics.Com. To date, We have marketed a
range of historical uniforms known as “Britain in the 1930’s”. We have sold
these items to the growing market of worldwide enthusiasts and collectors
through our internet platform and on eBay Inc. We intend to market a
new range of products to the American Civil War reenactment market by marketing
a range of high quality uniforms for both the Union and Confederate Civil War
Re-enactor. This range includes both uniforms as well as
accoutrements such as boots, belts, and back packs produced to what we believe
is a museum quality standard. Museum quality refers to
being a very close replica of the original, whereas film quality in our opinion
refers to being a very close replica to the original. The final sales entry
point will be the marketing of the Civil war memorabilia to the domestic
consumer, while still making available to consumers, both British and German
uniforms from both the world wars to satisfy the demand from the growing
re-enactment groups worldwide.
On
January 17, 2007, the Company was acquired by CCUC, a Delaware corporation
formed on December 29, 2006, and WWR became a wholly owned
subsidiary. During June 2007, CCUC raised $30,150 in a public
offering of shares.
Separation
from CCUC
On
February 5, 2009, the CCUC’s Board of Directors resolved to
spin-off its wholly owned subsidiary, WWR., a Nevada corporation, to
shareholders of record on November 1, 2008 (the “Record Date”). This Board
action ratified prior Board action taken prior to a change in
control, CCUC itself decided to pursue a different line of business,
specifically the sale and conversion of “stretch vehicles” including Lincoln
Town Car, Hummer, Chrysler 300, and similar full size vehicles. CCUC
shareholders as of the Record Date shall receive one share of WWR .
for each two shares held on the Record Date. The
financial statements presented are adjusted to reflect the 6,478,559 distributed
shares of WWR. Both WWR and CCUC consider the basis on which expenses
have been allocated to be a reasonable reflection of the utilization of services
provided to, or the benefit received by us during the periods presented. The
allocations may not reflect the expenses we would may have incurred as an
independent, publicly traded company for the periods presented. Actual costs
that may have been incurred if we had been a stand alone company would depend on
a number of factors, including the chosen organizational structure, what
functions may have been outsourced or performed by employees and strategic
decisions made in areas such as information technology.
We
understand that WWR’s cumulative income statements must reflect the true cost of
doing business, and that certain costs incurred by a subsidiary’s parent such as
salaries and rent must be allocated to the subsidiary in a reasonable manner.
Mr. Spaniak and Mr. Amand believed in reviewing the financial statements and
specifically identifying expenses, deemed that it was reasonable to allocate
those expenses, directly incurred and attributable to WWR in the operation of
its costume business which included the allocation of audit fees paid by WWR in
prior years, to allocate the essentially sunk costs of Mr. Owens’s salary and
legal expenses attributable to Schizenzia Ross Freidman Ference LLP from
December 31, 2006 as well as the CCUC trademark and some current liabilities to
the parent, The 2,354,117 shares issued to Schicenzia Ross Friedman Ference LLP
represented compensation for writing the registration statement of the parent
which as explained elsewhere is migrating into a different industry. CCUC as of
December 31, 2008 did not have any active business activities, and the current
liabilities represented amounts that were advanced by Mr. Spaniak to keep CCUC
going, and his intention was to during this global credit crisis minimize the
capital requirements of the spun out business.
Due to
the fact that the remaining assets of CCUC are transferred to the Company in
connection with the distribution, the Distribution was reported for accounting
purposes as a “reverse spin-off” under generally accepted accounting
principles. The spin-off was treated as a reverse spin-off for
financial statement purposes because substantially all of Classic Costume’s
assets and operations were held by the Company after the spin-off. The
historical financial statements of WWR, as of and for the years ended December
31, 2008 and 2007 represent carve-out financial statements from the business
within CCUC.
The
Company maintains its principal business operations in New York, New
York.
F-6
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
2 - Summary of Significant Accounting Policies
Share
Issuances
On
October 20, 2006, the Board of Directors authorized a 6.478559 for 1 forward
stock split on the issued and outstanding common shares. The
authorized number of common shares remains the same at 25,000,000 common shares
with a par value of $0.001 per share. All references in the
accompanying financial statements to the number of common shares have been
restated to retroactively reflect the forward stock split.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.
Property and
Equipment
Property
and equipment is stated at cost, less accumulated
depreciation. Depreciation is provided using the straight-line method
over the estimated useful lives of the related assets (primarily three to five
years). Leasehold improvements are amortized over the shorter of the
lease term or the estimated useful life. Costs of maintenance and
repairs are charged to expense as incurred.
Inventories
Inventory
is valued at the lower of cost or market and consists of finished
goods. The cost is determined by using the actual amount paid to
acquire the items. It is the policy of the Company to evaluate the
inventory for potential obsolescence on an annual basis, or at such time of a
significant event that might impact the value of our inventory.
F-7
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
2 - Summary of Significant Accounting Policies (continued)
Website
Development
The
Company capitalizes website development costs in accordance with the American
Institute of Certified Public Accountants Statement of Position (“SOP”) No.
98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use and Emerging
Issues Task Force (EITF) No. 00-2, Accounting for Website Development
Costs, whereby costs related to the preliminary project stage of
development are expensed and costs related to the application development stage
are capitalized. Any additional costs for upgrades and enhancements,
which result in additional functionality, will be
capitalized. Capitalized costs will be amortized based on their
estimated useful life of three years beginning when the website is completed and
is operational. Internal costs related to the development of website
content are charged to operations as incurred.
Stock Based
Compensation
In
December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
replaces SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion
No. 25. Under SFAS No. 123(R), companies are required to measure the
compensation costs of share-based compensation arrangements based on the
grant-date fair value and recognize the costs in the financial statements over
the period during which employees are required to provide
services. Share-based compensation arrangements include stock
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. In March 2005, the SEC
issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107
expresses views of the staff regarding the interaction between SFAS No.
123(R) and certain SEC rules and regulations and provides the staff's views
regarding the valuation of share-based payment arrangements for public
companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the
U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule amending
the compliance dates for SFAS 123R. Companies may elect to apply this
statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS No. 123. Effective January 1, 2006, the Company has adopted SFAS
No. 123(R) under the prospective method.
Recoverability of Long-Lived
Assets
The
Company reviews the recoverability of its long-lived assets on a periodic basis
whenever events and changes in circumstances have occurred which may indicate a
possible impairment. The assessment for potential impairment is based
primarily on the Company’s ability to recover the carrying value of its
long-lived assets from expected future cash flows from its operations on an
undiscounted basis. If such assets are determined to be impaired, the
impairment recognized is the amount by which the carrying value of the assets
exceeds the fair value of the assets. Property and equipment to be
disposed of by sale is carried at the lower of the then current carrying value
or fair value less estimated costs to sell. Intangible assets with
indefinite useful lives are tested for impairment annually or more frequently if
an event indicates that the asset might be impaired. In accordance
with SFAS No. 142, the fair value of these intangible assets is determined based
on a discounted cash flow methodology.
Revenue
Recognition
The
Company follows the guidance of the Securities and Exchange Commission's Staff
Accounting Bulletin 104 for revenue recognition. The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped to the customer, (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured. In
circumstances when these criteria are not met, revenue recognition is deferred
until resolution occurs.
F-8
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
2 - Summary of Significant Accounting Policies (continued)
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.
Earnings
(Loss) Per Share of Common Stock
The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128, basic net income (loss) per share is computed by
dividing net income (loss) for the period by the weighted-average number of
shares outstanding during the period. Diluted net income per share is
computed by dividing net income for the period by the weighted-average number of
common share equivalents during the period. There were no unexpired
options or warrants to purchase shares of common stock at December 31,
2008.
Fair Value of Financial
Instruments
The
carrying amounts reported in the balance sheet for cash, accounts receivable,
and payable approximate fair value based on the short-term maturity of these
instruments.
Intangible
Assets
The
Company accounts for intangible assets in accordance with the provisions of SFAS
No. 142, “Goodwill and Other Intangible Assets”, which requires intangible
assets with indefinite useful lives not be amortized, but be tested for
impairment annually or whenever indicators or impairments
arise. Intangible assets that have finite lives continue to be
amortized over their estimated useful lives. Our intangible asset
consisting of our website was fully amortized as of December 31,
2008.
Shipping and handling
costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Advertising
Costs
The
Company plans to expense all advertising costs as incurred. The
Company had advertising costs totaling $nil and $849 during the years ended
December 31, 2008 and December 31, 2007, respectfully.
Recent
Issued Accounting Standards
The FASB
issued FASB Statement No. 141 (revised 2007), Business Combinations, and No.
160, Noncontrolling Interests in Consolidated Financial
Statements. Statement 141(R) requires the acquiring entity in a
business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction; establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose to investors and other users all
of the information they need to evaluate and understand the nature and financial
effect of the business combination. FASB No. 141R is effective for
fiscal years beginning after December 15, 2008. The Company does not
believe that FAS No. 141 R will have any impact on its consolidated financial
statements.
F-9
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
2 - Summary of Significant Accounting Policies (Cont’d)
Recent
Issued Accounting Standards (Cont’d)
The FASB
issued FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements. Statement No. 160 requires all entities to
report noncontrolling (minority) interests in subsidiaries in the same way—as
equity in the consolidated financial statements. Moreover, Statement
160 eliminates the diversity that currently exists in accounting for
transactions between an entity and noncontrolling interests by requiring they be
treated as equity transactions. FASB No. 160 is effective for fiscal
years beginning after December 15, 2008. The Company does not believe
that FAS No. 160 will have any impact on its consolidated financial
statements.
In March
2008, the FASB issued FASB No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133,
which requires additional disclosures about the objectives of the derivative
instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a
tabular disclosure of the effects of such instruments and related hedged items
on our financial position, financial performance, and cash flows. SFAS
No. 161 is effective for the Company beginning January 1,
2009. Management believes that, for the foreseeable future, this
Statement will have no impact on the consolidated financial statements of the
Company once adopted.
In May
2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for non-governmental entities. We are currently
evaluating the effects, if any, that SFAS No. 162 may have on our financial
reporting.
Management
does not believe that any recently issued, but not effective accounting
pronouncements if currently adopted would have a material effect on the
accompanying consolidated financial statements.
Note
3 – Contributed Services
Certain
officers of the Company have contributed their services for the benefit of the
Company. The officers have not been compensated for their services. We have
recorded the expense associated with these contributed services, and consider
all amounts contributed as paid in capital.
Note
4-Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has
limited operations and has incurred losses since inception, and has limited
working capital that raises substantial doubt about its ability to continue as a
going concern. Company management may have to raise additional debt or
equity financing to fund future operations and to provide additional working
capital. However, there is no assurance that such financing will be
obtained in sufficient amounts necessary to meet the Company's
needs. The accompanying audited financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the outcome of this uncertainty.
F-10
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
Note
5-Equity Transactions
The
Company was incorporated on January 18, 2005. Upon incorporation, the
Company had authority to issue the following:
Preferred
Stock- 5,000,000 $.001 par value shares with such designations, voting
and other rights and preferences as may be determined from time to time by the
Board of Directors.
Common
Stock- 25,000,000 $.001 par value shares with such designations, voting
and other rights as may be determined from time to time by the Board of
Directors.
On
February 5, 2009, the Classic Costume’s Board of Directors resolved to spin-off
the its wholly owned subsidiary, WWR, a Nevada corporation, to shareholders of
record on November 1, 2008 (the “Record Date”). CCUC shareholders as of
the Record Date shall receive one share of WWR for each two shares held in CCUC
on the Record Date. The financial statements presented are adjusted to
reflect the 6,478,559 distributed shares of WWR.
Note
6 – Income Taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes ("SFAS No. 109"). SFAS No.
109 requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax loss carry-forwards. SFAS No. 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. Deferred income taxes are determined using the
liability method for the temporary differences between the financial reporting
basis and income tax basis of the Company’s assets and liabilities.
Deferred income taxes are measured based on the tax rates expected to be
in effect when the temporary differences are included in the Company’s tax
return. Deferred tax assets and liabilities are recognized based on
anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases.
The
following is a reconciliation of income taxes computed using the statutory
Federal rate to the income tax expense in the financial statements for December
31, 2008 and December 31, 2007:
December
31,
2008
|
December
31,
2007
|
|||||||
Income
tax (benefit) computed at statutory rate
|
$
|
(27,400
|
)
|
$
|
-0-
|
|||
Value
of services contributed
|
17,500
|
-0-
|
||||||
Utilization
of net operating loss carry forward
|
-
|
-
|
||||||
Increase
in valuation allowance
|
9,900
|
-0-
|
||||||
Provision
for income taxes
|
$
|
-
|
$
|
-
|
F-11
World
Wide Relics, Inc. and Subsidiaries
(a
development stage company)
Notes
to Financial Statements
Note
6 – Income Taxes (cont.)
On
December 1, 2007, the Company adopted FASB Financial Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes–an Interpretation of FASB Statement
No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The amount recognized is
measured as the largest amount of benefit that is more likely than not of being
realized upon ultimate settlement. The Company has provided a full
valuation allowance against its net deferred tax assets due to the uncertainty
of realization of such assets. As of December 31, 2008 and December 31,
2007, the Company has net operating losses for Federal income tax purposes
totaling $28,300, expiring in 2028.
The
following is a tax table of deferred tax assets at December 31, 2008 and
December 31, 2007:
December
31, 2008
|
December
31, 2007
|
|||||||
Net
operating loss
|
$
|
9,900
|
$
|
-0-
|
||||
Valuation
allowance
|
(9,900
|
)
|
-0-
|
|||||
Net
deferred tax asset
|
$
|
-
|
$
|
-
|
Note
7. Subsequent Event
On
February 5, 2009, the Classic Costume’s Board of Directors resolved to spin-off
the its, wholly owned subsidiary, WWR, a Nevada corporation, to shareholders of
record on November 1, 2008 (the “Record Date”). CCUC shareholders as of
the Record Date shall receive one share of WWR for each two shares held in CCUC
on the Record Date.
F-12
BALANCE
SHEETS
World
Wide Relics, Inc.
(a
development stage company)
September
30, 2009
|
December
31, 2008
|
|||||||
(UNAUDITED)
|
(AUDITED)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$
|
2,521
|
$
|
75
|
||||
Accounts
receivable
|
-
|
2,500
|
||||||
Inventories
|
5,788
|
5,788
|
||||||
Total
current assets
|
$
|
8,309
|
$
|
8,363
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$
|
5,000
|
$
|
-
|
||||
Advance
from shareholder
|
329
|
-
|
||||||
Total
current liabilities
|
5,329
|
-
|
||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, $.001 par value, 5,000,000 shares authorized,
|
||||||||
No
shares issued and outstanding
|
-
|
-
|
||||||
Common
stock, $.001 par value, 25,000,000 shares authorized,
|
||||||||
6,478,559
issued and outstanding
|
6,479
|
6,479
|
||||||
Additional
Paid-In Capital
|
131,279
|
93,779
|
||||||
Deficit
accumulated during the development stage
|
(134,778
|
)
|
(91,895
|
)
|
||||
Total
stockholders' equity (deficit)
|
2,980
|
8,363
|
||||||
Total
liabilities and stockholders' equity
|
$
|
8,309
|
$
|
8,363
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
F-13
World
Wide Relics, Inc.
(a
development stage company)
STATEMENTS
OF OPERATIONS
(UNAUDITED)
Cumulative
|
||||||||||||||||||||
Totals
|
||||||||||||||||||||
From
Inception
|
||||||||||||||||||||
For
the three months ended
|
For
the nine months ended
|
(January
18, 2005)
|
||||||||||||||||||
September
30,
|
September
30,
|
Through
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
September
30, 2009
|
||||||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
386
|
$
|
21,836
|
||||||||||
Cost
of revenue
|
-
|
-
|
-
|
80
|
14,429
|
|||||||||||||||
Gross
profit
|
-
|
-
|
-
|
306
|
7,407
|
|||||||||||||||
General
and administrative expenses
|
||||||||||||||||||||
Audit
and professional fees
|
2,500
|
-
|
5,000
|
24,000
|
48,500
|
|||||||||||||||
Payroll
expense
|
12,500
|
-
|
37,500
|
50,000
|
87,500
|
|||||||||||||||
Amortization
of intangibles
|
-
|
25
|
-
|
75
|
425
|
|||||||||||||||
Postage
and mailing
|
-
|
-
|
-
|
-
|
2,241
|
|||||||||||||||
Other
|
-
|
-
|
383
|
-
|
3,519
|
|||||||||||||||
Total
operating expenses
|
15,000
|
25
|
42,883
|
74,075
|
142,185
|
|||||||||||||||
Net
loss
|
$
|
(15,000
|
)
|
$
|
(25
|
)
|
$
|
(42,883
|
)
|
$
|
(73,769
|
)
|
$
|
(134,778
|
)
|
|||||
Loss
per share:
|
||||||||||||||||||||
Basic
and diluted loss
|
||||||||||||||||||||
per
share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||||||
Number
of common shares outstanding basic and diluted
|
6,478,559
|
6,478,559
|
6,478,559
|
6,478,559
|
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
F-14
World
Wide Relics, Inc.
(a
development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
During
|
Total
|
|||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
Development
|
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in
Capital
|
Stage
|
Equity
(Deficit)
|
||||||||||||||||||||||
Balance,
January 18, 2005 (inception)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
Issuance
of shares
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
-
|
1,000
|
||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(5,959
|
)
|
(5,959
|
)
|
|||||||||||||||||||
Balance,
December 31, 2005
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
(5,959
|
)
|
(4,959
|
)
|
||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(7,484
|
)
|
(7,484
|
)
|
|||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
6,478,559
|
6,479
|
(5,479
|
)
|
(13,443
|
)
|
(12,443
|
)
|
||||||||||||||||||
Cash
transfer from parent
|
-
|
-
|
-
|
-
|
13,718
|
-
|
13,718
|
|||||||||||||||||||||
Allocation
of expense attributed to spin-off
|
-
|
-
|
-
|
-
|
5,500
|
5,500
|
||||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(144
|
)
|
(144
|
)
|
|||||||||||||||||||
Balance,
December 31, 2007
|
-
|
-
|
6,478,559
|
6,479
|
13,739
|
(13,587
|
)
|
6,631
|
||||||||||||||||||||
Cash
transfer from parent
|
-
|
-
|
-
|
-
|
6,040
|
-
|
6,040
|
|||||||||||||||||||||
Contributed
services
|
-
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
|||||||||||||||||||||
Allocation
of expense attributed to spin-off
|
-
|
-
|
-
|
-
|
24,000
|
-
|
24,000
|
|||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(78,308
|
)
|
(78,308
|
)
|
|||||||||||||||||||
Balance,
December 31, 2008
|
-
|
-
|
6,478,559
|
6,479
|
93,779
|
(91,895
|
)
|
8,363
|
||||||||||||||||||||
Contributed
services
|
-
|
-
|
-
|
-
|
37,500
|
-
|
37,500
|
|||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(42,883
|
)
|
(42,883
|
)
|
Balance,
September 30, 2009 (UNAUDITED)
|
-
|
$
|
-
|
6,478,559
|
$
|
6,479
|
$
|
131,279
|
$
|
(134,778
|
)
|
$
|
2,980
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
F-15
World
Wide Relics, Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
(unaudited)
Cumulative
|
||||||||||||
Totals
|
||||||||||||
From
Inception
|
||||||||||||
(January
18, 2005)
|
||||||||||||
For
the nine months ended September 30,
|
Through
|
|||||||||||
2009
|
2008
|
September
30, 2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(42,883
|
)
|
$
|
(73,769
|
)
|
$
|
(134,778
|
)
|
|||
Adjustments
to reconcile net loss to net
|
||||||||||||
cash
used in operating activities:
|
||||||||||||
Depreciation,
amortization and impairment
|
-
|
75
|
500
|
|||||||||
Write-down
of inventory
|
-
|
-
|
5,019
|
|||||||||
(Increase)
decrease in assets and liabilities:
|
||||||||||||
Accounts
receivable
|
2,500
|
-
|
-
|
|||||||||
Inventory
|
-
|
(449
|
)
|
(10,807
|
)
|
|||||||
Accounts
payable
|
5,000
|
-
|
5,000
|
|||||||||
Net
cash used in operating activities
|
(35,383
|
)
|
(74,143
|
)
|
(135,066
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Computer
software development cost
|
-
|
-
|
(500
|
)
|
||||||||
Net
cash used in investing activities
|
-
|
-
|
(500
|
)
|
||||||||
Cash
flows from financing activities:
|
||||||||||||
Advance
from shareholder
|
329
|
-
|
329
|
|||||||||
Changes
in paid in capital related to contributed
|
||||||||||||
services
and expense related to spin-off
|
37,500
|
74,000
|
117,000
|
|||||||||
Issuance
of common stock
|
-
|
-
|
1,000
|
|||||||||
Net
cash transfer from/(to) parent
|
-
|
-
|
19,758
|
|||||||||
Net
cash provided by financing activities
|
37,829
|
74,000
|
138,087
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
2,446
|
(143
|
)
|
2,521
|
||||||||
Cash
and cash equivalents - beginning of period
|
75
|
274
|
-
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
2,521
|
$
|
131
|
$
|
2,521
|
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
F-16
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
1 -Description of Business
Our
Business
World
Wide Relics, Inc. (“WWR” or “We” or “the Company”) was formed as a Delaware
corporation on January 18, 2005. We are a development stage
corporation formed to market a unique line of historical costumes and
reenactment clothing lines through our website with the registered domain name
of WorldWideRelics.Com. To date, we have marketed a range of
historical uniforms known as “Britain in the 1930’s”we have
sold these items to the growing market of worldwide enthusiasts and
collectors through our internet platform and on eBay Inc. We intend
to market a new range of products to the American Civil War reenactment market
by marketing a range of high quality uniforms for both the Union and
Confederate Civil War Re-enactor. This range includes both uniforms
as well as accoutrements such as boots, belts, and back packs produced to what
we believe is a museum quality standard. The final sales
entry point is the marketing of the Civil war memorabilia, to the domestic
consumer, while still making available to consumers both British and
German uniforms from both the world wars to satisfy the demand from the growing
re-enactment groups worldwide.
On
January 17, 2007, the Company was acquired by CCUC, Inc. (“Classic Costume”), a
Delaware corporation formed on December 29, 2006, and WWR became a wholly owned
subsidiary. During June 2007, CCUC raised $30,150 in a public
offering of shares.
Separation
from CCUC.
On
February 5, 2009, the Classic Costume’s Board of Directors resolved to spin-off
the its wholly owned subsidiary, World Wide Relics, Inc., a Nevada corporation,
to shareholders of record on November 1, 2008 (the “Record Date”), ratifying a
prior October, 2008 board resolution to the same effect. Classic
itself decided to pursue a different line of business, specifically the sale and
conversion of “stretch vehicles” including Lincoln Town Car, Hummer, Chrysler
300, and similar full size vehicles. CCUC shareholders as of the Record Date
shall receive one share of World Wide Relics, Inc. for each two shares held in
CCUC on the Record Date. The financial statements presented are
adjusted to reflect the 6,478,559 distributed shares of World Wide
Relics. Costs were allocated between CCUC and WWR on the basis of
specific identification.
Due to
the fact that the remaining assets of CCUC are transferred to the Company in
connection with the distribution, the Distribution was reported for accounting
purposes as a “reverse spin-off” under generally accepted accounting
principles. The spin-off was treated as a reverse spin-off for
financial statement purposes because substantially all of Classic Costume’s
assets and operations were held by the Company after the
spin-off. Therefore the spin-off has been reflected, for financial
statement presentation, as if the Company were a new company consisting of its
historical operations. The information contained herein indicates the
results of operations or financial condition of the Company that would have been
reported for the periods indicated has the Distribution occurred on the first
day of the periods discussed.
The
Company maintains its principal business operations in New York, New
York.
F-17
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
2 - Summary of Significant Accounting Policies
Share
Issuances
In
February, 2009, the Board of Directors authorized a 6.478559 for 1 forward stock
split on the issued and outstanding common shares. The authorized
number of common shares remains the same at 25,000,000 common shares with a par
value of $0.001 per share. All references in the accompanying
financial statements to the number of common shares have been restated to
retroactively reflect the forward stock split.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash and Cash
Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.
Property and
Equipment
Property
and equipment is stated at cost, less accumulated
depreciation. Depreciation is provided using the straight-line method
over the estimated useful lives of the related assets (primarily three to five
years). Leasehold improvements are amortized over the shorter of the
lease term or the estimated useful life. Costs of maintenance and
repairs are charged to expense as incurred.
Inventories
Inventory
is valued at the lower of cost or market and consists of finished
goods. The cost is determined by using the actual amount paid to
acquire the items.
F-18
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
2 - Summary of Significant Accounting Policies (continued)
Website
Development
The
Company capitalizes website development costs whereby costs related
to the preliminary project stage of development are expensed and costs related
to the application development stage are capitalized. Any additional
costs for upgrades and enhancements, which result in additional functionality,
will be capitalized. Capitalized costs will be amortized based on
their estimated useful life of three years beginning when the website is
completed and is operational. Internal costs related to the
development of website content are charged to operations as
incurred.
Revenue
Recognition
The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped to the customer, (iii) the sales price is
fixed or determinable, and (iv) collectability is reasonably
assured. In circumstances when these criteria are not met, revenue
recognition is deferred until resolution occurs.
F-19
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
2 - Summary of Significant Accounting Policies (continued)
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.
Earnings
(Loss) Per Share of Common Stock
The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share. Basic net income (loss) per share is computed by
dividing net income (loss) for the period by the weighted-average number of
shares outstanding during the period. Diluted net income per share is
computed by dividing net income for the period by the weighted-average number of
common share equivalents during the period. There were no unexpired
options or warrants to purchase shares of common stock at September30,
2009.
Fair Value of Financial
Instruments
The
carrying amounts reported in the balance sheet for cash, accounts receivable,
and payable approximate fair value based on the short-term maturity of these
instruments.
Shipping and handling
costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Advertising
Costs
The
Company plans to expense all advertising costs as incurred.
F-20
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
2 - Summary of Significant Accounting Policies (Cont’d)
In June
2009, the FASB issued Accounting Standards Update No. 2009-01 (“ASU
2009-01”), which establishes the FASB Accounting Standards Codification™ as the
source of authoritative U.S. GAAP recognized by the FASB to be applied by
nongovernmental entities. The Company adopted ASU 2009-01 during the three
months ended September 30, 2009 and its adoption did not have any impact on
the Company’s consolidated financial statements.
Note
3 – Contributed Services
Certain
officers of the Company have contributed their services for the benefit of the
Company. The officers have not been compensated for their services.
We have recorded the expense associated with these contributed services, and
consider all amounts contributed as paid in capital.
Note
4 - Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has
limited operations and has incurred losses since inception, and has limited
working capital that raises substantial doubt about its ability to continue as a
going concern. Company management may have to raise additional debt or
equity financing to fund future operations and to provide additional working
capital. However, there is no assurance that such financing will be
obtained in sufficient amounts necessary to finance the Company's
operations. The accompanying audited financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of this
uncertainty.
F-21
World
Wide Relics, Inc. and Subsidiary
(a
development stage company)
Notes
to Financial Statements
(unaudited)
Note
4-Equity Transactions
The
Company was incorporated on January 18, 2005. Upon incorporation, the
Company had authority to issue the following:
Preferred
Stock- 5,000,000 $.001 par value shares with such designations, voting
and other rights and preferences as may be determined from time to time by the
Board of Directors.
Common
Stock- 25,000,000 $.001 par value shares with such designations, voting
and other rights as may be determined from time to time by the Board of
Directors.
On
February 5, 2009, CCUC’s Board of Directors resolved to spin-off its wholly
owned subsidiary, WWR, a Nevada corporation, to shareholders of record on
November 1, 2008 (the “Record Date”) ratifying the October, 2008 resolution of
the prior board. CCUC shareholders as of the Record Date shall receive one
share of WWR for each two shares held in CCUC on the Record Date. The
financial statements presented are adjusted to reflect the 6,478,559 distributed
shares of WWR.
Note
5 - Subsequent Events
We have
evaluated subsequent events through November 16, 2009, the date the financial
statements were available to be issued. We find no significant subsequent events
as of and through this date.
F-22
World
Wide Relics, Inc.
6,478,559
Shares
Common
Stock
PROSPECTUS
You
should rely only on the information contained in this document or that we have
referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell
common stock and is not soliciting an offer to buy common stock in any state
where the offer or sale is not permitted.
Until
_________, 2009 all dealers that effect transactions in these securities,
whether or not participating in the offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
___________________________,
2009
PART
II INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses
will be borne by the registrant.
Securities
and Exchange
|
||||
Commission
registration fee
|
$ | 39.30 | ||
Legal
fees and expenses (1)
|
$ | 15,000.00 | ||
Accounting
fees and expenses
|
$ | 2,500.00 | ||
Miscellaneous
(1)
|
$ | 2000.00 | ||
Total
(1)
|
$ | 19,539.30 | ||
|
||||
(1) Estimated. |
Item
14. Indemnification of Directors, Officers, Employees, and
Agents.
The
Registrant's certificate of incorporation limits the liability of the
Registrant's directors to the maximum extent permitted by Nevada law.
Nevada law provides that a director of a corporation will not be
personally liable for monetary damages for breach of that individual's fiduciary
duties as a director except for liability for (1) a breach of the director's
duty of loyalty to the corporation or its stockholders, (2) any act or omission
not in good faith or that involves intentional misconduct or a knowing violation
of the law, (3) unlawful payments of dividends or unlawful stock repurchases or
redemptions, or (4) any transaction from which the director derived an improper
personal benefit.
This
limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
The
Nevada General Corporation Law provides that a corporation may indemnify
directors and officers, as well as other employees and individuals, against
attorneys' fees and other expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person was or is a party or is threatened to be made a party by reason of such
person being or having been a director, officer, employee or agent of the
corporation. The Nevada General Corporation Law provides that this
is not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The
Registrant's certificate of incorporation and bylaws provide that the Registrant
is required to indemnify its directors and officers to the maximum extent
permitted by law. The Registrant's bylaws also require the Registrant to
advance expenses incurred by an officer or director in connection with the
defense of any action or proceeding arising out of that party's status or
service as a director or officer of the Registrant or as a director, officer,
employee benefit plan or other enterprise, if serving as such at the
Registrant's request. The Registrant's by-laws also permit the Registrant
to secure insurance on behalf of any director or officer for any liability
arising out of his or her actions in a representative capacity. The
Registrant intends to enter into indemnification agreements with its directors
and some of its officers containing provisions that (1) indemnify, to the
maximum extent permitted by Nevada law, those directors and officers against
liabilities that may arise by reason of their status or service as directors or
officers except liabilities arising from willful misconduct of a culpable
nature, (2) to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and (3) to obtain directors'
and officers' liability insurance if maintained for other directors or
officers.
II-1
None
The
following exhibits are filed as part of this registration
statement:
Exhibit
|
Description
of Exhibit
|
3.1
(1)
|
Certificate
of Incorporation of World Wide Relics,
Inc
|
3.2
(1)
|
By-laws
of World Wide Relics, Inc.
|
5.1
(1)
|
Opinion
of Roger L. Fidler, Esq.
|
16
(1)
|
Power
of Attorney
|
23.1
(1)*
|
Consent
of Sherb & Co., LLP, Independent
Auditor
|
23.2
(1)
|
Consent
of Roger L. Fidler, Esq. (included in Exhibit
5.1)
|
-----------------
*Filed
herewith. All other exhibits were previously filed.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a) (3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
II-2
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering;
(4) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in this registration statement, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Amendment No. 4 to the registration statement to be signed on its
behalf by the undersigned; thereunto duly authorized, in the City of New York,
State of New York, on November 23,
2009 .
World
Wide Relics, Inc.
By:
/s/John Amand
John
Amand
Chief
Executive Officer, Chief Financial Officer, President, and Director
In
accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
By:
/s/John Amand
John
Amand
Chief
Executive Officer, Chief Financial Officer, President, and Director
November
23, 2009
By: /s/
E.Todd Owens
E. Todd
Owens
Secretary,
Principal Accounting Officer and Director
November
23, 2009
Dealer
Prospectus Delivery Obligation
Until
____________, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a Prospectus.
This is in addition to the dealers' obligation to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
II-4