Attached files
As
filed with the Securities and Exchange Commission on June 25, 2010
Registration Statement No. ____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Full
Throttle Indoor Kart Racing Inc.
(Exact
name of registrant as specified in its charter)
Colorado
|
7996
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27-1494794
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(State
or other jurisdiction of incorporation
or
organization)
|
(Primary
Standard Industrial Classification
Code
Number)
|
(I.R.S.
Employer Identification Number)
|
|
||
Full
Throttle Indoor Kart Racing Inc.
|
Richard
Herrera
|
|
1780
S. Bellaire Street, Suite 835
|
90
Sylvestor Place
|
|
Denver,
Colorado 80202
|
Highlands
Ranch, Colorado 80129
|
|
(303)
221-7223
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(303)
221-7223
|
|
(Address,
including zip code, and telephone number,
|
(Name,
address, including zip code, and telephone number,
|
|
including
area code, of registrant’s principal executive offices)
|
including
area code, of agent for service)
|
|
|
Copies of
communications to:
Dennis Brovarone
Dennis
Brovarone, Attorney at Law
18
Mountain Laurel Drive
Littleton,
Colorado 80127
Telephone:
(303) 466-4092
As soon as possible after this Registration Statement
becomes effective.
(Approximate
date of commencement of proposed sale to the public)
If any of
the securities being registered in 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. o
If this
form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act:
Large Accelerated Filer o | Accelerated Filer o |
Non-accelerated Filer o | Smaller reporting company x |
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be
Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock
|
3,500,000 | $1.00 | $3,500,000 | $249.55 | ||||||||||||
The
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effectiveness date until the registrant shall file
a further amendment which specifically states that this registration statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed.
We may NOT sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not
permitted.
Subject
to Completion, dated _____2010
PROSPECTUS
FULL
THROTTLE INDOOR KART RACING INC.
3,500,000
SHARES OF OUR COMMON STOCK
This
prospectus relates to the sale of up to 3,500,000 shares of common stock of Full
Throttle Indoor Kart Racing Inc. We usually refer to Full Throttle Indoor Kart
Racing Inc., as “”Full Throttle”.
No public
market currently exists for our shares. Our officers and
directors will sell the shares without commission and may purchase shares in the
offering. After the effective date of this prospectus, we intend to
advertise, through print notices, and hold investment meetings in various states
where the offering will be registered. We will not utilize the Internet to
advertise our offering. We will also distribute the prospectus to potential
investors at meetings and to our friends and relatives who are interested in
Full Throttle as a possible investment.
Securities Offered: |
Up to 3,500,000 Shares at
$1.00 per Share in a minimum offering of 3,000,000 shares ($3,000,000) and
a maximum offering of 3,500,000 shares
($3,500,000).
|
Offering Period: | One hundred and twenty days from the date of this prospectus period unless all Shares are sold. The company may extend the offering or may terminate earlier. |
Terms of the Offering/Minimum Offering Escrow: | The Offering is being conducted by the officers and directors of Full Throttle, where lawfully permitted, on a best efforts basis. Sale proceeds shall be deposited with the Escrow Agent: |
LAND
TITLE GUARANTEE COMPANY
5975
Greenwood Plaza Blvd., Suite 125
Greenwood
Village, CO 80111
Key
Bank
ABA
# 3070 7026
7 Account 769681042982
Account
Name: Land Title as Escrow Agent for Full Throttle Indoor Kart Racing
Inc.
Proceeds
will be released to Full Throttle upon receipt of the minimum offering proceeds
or returned to the investor if the minimum offering has not been sold by the end
of the offering period. Interested investors will be provided
subscription documents upon request. Completed subscriptions should
be returned to the Escrow Agent with payment for the Shares subscribed prior to
the expiration of the Offering Period. Full Throttle also reserves the right to
reject any subscription. Upon completion of the Offering, certificates for the
Shares will be delivered to the Subscriber within 10 business
days. We will receive approximately $2,962,250 of net offering
proceeds if the minimum offering is sold and approximately $3,462,250 if the
maximum offering is sold. We will use the net proceeds for
development of our indoor kart racing business in the Denver metropolitan area
as described herein. No sales agents have been engaged and no
commissions are expected to be paid on the
offering. More information is provided in the
section titled “Plan of Distribution” on page 8.
Our
common stock may be deemed to be “penny stock” as that term is defined in Rule
3a51-1 promulgated under the Securities Act of 1934. Brokers/Dealers dealing in
penny stocks are required to provide potential investors with a document
disclosing the risks of penny stocks. Moreover, brokers/dealers are required to
determine whether an investment in a penny stock is suitable investment for a
prospective investor.
THESE SECURITIES INVOLVE A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS
OF THEIR ENTIRE INVESTMENT. SEE “RISK
FACTORS” BEGINNING ON
PAGE 4.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved these
securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The date
of this Prospectus is ___________,2010.
WHERE
YOU CAN GET ADDITIONAL INFORMATION
We have
filed with the Securities and Exchange Commission, 100 F Street, N.E.
Washington, D.C. 20549, under the Securities Act of 1933 a registration
statement on Form S-1 of which this prospectus is a part, with respect to the
common shares offered hereby. We have not included in this prospectus all the
information contained in the registration statement, and you should refer to the
registration statement and our exhibits for further information.
Any
statement in this prospectus about any of our contracts or other documents is
not necessarily complete. If the contract or document is filed as an exhibit to
the registration statement, the contract or document is deemed to modify the
description contained in this prospectus and will not contradict the terms. You
must review the exhibits themselves for a complete description of the contract
or document.
In the
Registration Statement, certain items of which are contained in exhibits and
schedules as permitted by the rules and regulations of the Securities and
Exchange Commission. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission by mail from the Public Reference Room of
the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C.
20549, at prescribed rates. In addition, the Securities and Exchange Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The Securities and
Exchange Commission's telephone number is 1-800-SEC-0330.
These SEC
filings are also available to the public from commercial document retrieval
services.
TABLE
OF CONTENTS
Offering Summary | 3 |
Risk Factors | 4 |
Use of Proceeds | 7 |
Determination of Offering Price | 7 |
Dilution | 8 |
Plan of Distribution | 8 |
Description of Securities, Related Stockholder Matters | 9 |
Legal Matters and Experts | 9 |
Business of Full Throttle Indoor Kart Racing, Inc. | 10 |
Management’s Discussion and Analysis / Plan of Operations | 19 |
Directors and Executive Officers | 20 |
Executive Compensation | 23 |
Security Ownership of Certain Beneficial Owners and Managent | 26 |
Disclosure of Commission Position on Indemnification | 26 |
Financial Statements | F-1 |
2
OFFERING
SUMMARY
The following is only a summary of
the information, financial statements, and notes included in this Prospectus.
You should read the entire prospectus carefully, including “Risk Factors” and
our financial statements and notes to the financial statements before making an
investment in Full Throttle.
OVERVIEW
Full
Throttle Indoor Kart Racing Inc. will be an upscale, race themed entertainment
venue, targeting adults 18 and older. Full Throttle Indoor Kart
Racing™ will offer patrons a total entertainment experience in which they can
enjoy the realistic thrill of wheel to wheel racing as individuals, groups,
racing leagues, charity events, customer entertainment, relationship building or
teamwork events.
Full
Throttle Indoor Kart Racing™ will be housed inside a climate controlled facility
and will feature high performance go-karts with Formula 1 inspired and designed
tracks utilizing computerized timing systems. Corporate meeting rooms
equipped with audio visual capability combined with a sports bar / snack bar
will allow Full Throttle Indoor Kart Racing™ to distinguish itself from typical
outdoor concession go-kart tracks or outdoor kart racing
facilities. Full Throttle’s business model is based upon indoor
go-kart racing facilities developed in Europe and other parts of the world and
is currently a relatively new and expanding market here in the United
States.
Securities Offered: |
Up to 3,500,000 Shares at
$1.00 per Share in a minimum offering of 3,000,000 shares ($3,000,000) and
a maximum offering of 3,500,000 shares
($3,500,000).
|
|
Minimum Shares
Buy:
Minimum Buy
Price:
|
10,000
shares
$10,000
|
|
|
||
Offering Period: | One hundred and twenty days from the date of this prospectus period unless all Shares are sold. The company may extend the offering or may terminate earlier. | |
Terms of the
Offering/Minimum Offering Escrow:
The
Offering is being conducted by Full Throttle, where lawfully permitted, on a
best efforts basis. Sale proceeds up shall be deposited with
the Escrow Agent:
LAND
TITLE GUARANTEE COMPANY
5975
Greenwood Plaza Blvd., Suite 125
Greenwood
Village, CO 80111
Key
Bank
ABA
# 3070 7026
7 Account 769681042982
Account
Name: Land Title as Escrow Agent for Full Throttle Indoor Kart Racing
Inc.
Proceeds
will be released to Full Throttle Indoor Kart Racing™ upon receipt of the
minimum offering proceeds or returned to the investor if the minimum offering
has not been sold by the end of the offering period. Interested
investors will be provided subscription documents upon
request. Completed subscriptions should be returned to the Escrow
Agent with payment for the Shares subscribed prior to the expiration of the
Offering Period. Full Throttle Indoor Kart Racing™ also reserves the right to
reject any subscription. Upon completion of the Offering, certificates for the
Shares will be delivered to the Subscriber within 10 business
days. We will receive approximately $2,962,250 of net offering
proceeds if the minimum offering is sold and approximately $3,462,250 if the
maximum offering is sold. We will use the net proceeds for
development of our indoor kart racing business in the Denver metropolitan area
as described herein. No sales agents have been engaged and no
commissions are expected to be paid on the offering.
See
“Business of Full Throttle” on page 10 and “Plan of Distribution” on page
8.
3
When
considering the merit of this proposed business venture please consider
carefully that the purchase of the common stock of Full Throttle Indoor Kart
Racing™ (Full Throttle) involves a number of significant risks and other
important factors, relating to investments in general and relating to the
operational and other objectives of Full Throttle Indoor Kart
Racing™.
Investment
in the common stock of Full Throttle is speculative and involves a high risk of
loss. The common stock should be considered for purchase only by
persons of substantial means who have no need for liquidity with respect to this
investment and who can bear the economic risk of a total loss of their
investment.
In
considering the purchase of the common stock, prospective investors should
consider the following risk factors:
RISKS RELATED TO OUR
BUSINESS
Development
Stage Company; No Operating History
Full
Throttle is a new business. Full Throttle’s operations are subject to
all risks inherent in the establishment of a new business enterprise and the
development and marketing of a new upscale entertainment
facility. The likelihood of the success of Full Throttle must be
considered in light of the problems, expenses, complications, and delays
frequently encountered in connection with the formation of a new
business. To date, Full Throttle has no working, operating locations
and has generated no revenues. In order to generate revenue, it will
be necessary for Full Throttle to establish operations, market its entertainment
offerings and commence operations.
Because
Full Throttle has no operating history, it is difficult to predict the future
performance of Full Throttle.
Full
Throttle was incorporated in July 2009, has no operational facilities and,
therefore, has limited operating and financial history available to help
stockholders evaluate its past performance. Moreover, Full Throttle’s limited
historical financial results may not accurately predict the future performance
of Full Throttle. Companies in their initial stages of development present
substantial business and financial risks and may suffer significant losses. As a
result of the risks specific to Full Throttle’s new business and those
associated with new companies in general, it is possible that we may not be
successful in implementing our business strategy.
Status
of Project Development
Full
Throttle has a fully developed business plan and has identified a number of
potential locations for consideration for Full Throttle Indoor Kart
Racing™. Full Throttle is reviewing specific sites as to suitability
and intends to approach the building owners with a letter of interest and a
proposed lease structure. There can be no assurance of acceptance of
the proposed lease or approval of zoning at this time. Furthermore, a
final commitment to any lease, purchase of equipment and final presentations to
city council pursuant to zoning approval is dependent upon the successful
capitalization of the project.
We
are dependent on our chief executive officer, the loss of whom could
significantly harm our business and operations.
Full
Throttle depends on the efforts of our President and Chief Executive Richard
Herrera. The loss of Mr. Herrera would materially and adversely affect the
business, financial condition and results of operations of Full
Throttle.
Our
future growth and profitability will depend in large part upon the effectiveness
and efficiency of our marketing expenditures and our ability to select the right
markets and media in which to advertise.
Our
future growth and profitability will depend in large part upon the effectiveness
and efficiency of our marketing expenditures, including our ability
to:
o
|
locate
and develop our facility;
|
o
|
create
awareness of our facility;
|
o
|
identify
the most effective and efficient level of spending in each market, media
and specific media vehicle;
|
o
|
determine
the appropriate creative message and media mix for advertising, marketing
and promotional expenditures;
|
o
|
effectively
manage marketing costs (including creative and media) in order to maintain
acceptable customer acquisition
costs; and
|
o
|
select
the right market, media and specific media vehicle in which to
advertise.
|
The market for indoor kart racing is
relatively new in the United States and competes with a multitude of
recreational and entertainment options. We may not be able to
effectively drive market interest and acceptance.
A limited
number of similar indoor kart racing businesses exist in the United States and
information on their market acceptance and sales is limited. However
the market for recreational and entertainment options is well developed and
highly varied. We may not be able to attract customers to a new
form of entertainment and effectively compete with multiple and long established
competitors for entertainment. Most of our non-karting competitors have long
operating histories, significantly greater existing user bases and financial and
other resources than we do.
Entertainment
expenditures by individuals are dependent on discretionary income.
An
economic downturn may cause a reduction in discretionary income for our
potential customer base. As such, individuals and/or groups may not
be able to, or willing to make entertainment related expenditures.
4
The
use of our products and services involves product liability and other
risks.
Like
other companies that sell recreational activities, Full Throttle faces an
inherent risk of exposure to liability claims if the activity results in illness
or injury. The successful assertion or settlement of a claim or a significant
number of insured claims could harm Full Throttle by adding costs to the
business and by diverting the attention of senior management from the operation
of the business. Full Throttle may also be subject to claims that its activities
and products:
·
|
cause
exposure to contaminants
|
·
|
are
improperly labeled
|
·
|
have
inadequate instructions or inadequate
warnings
|
While we
intend to obtain liability insurance, litigation, even if not meritorious, is
very expensive and could also entail adverse publicity for Full Throttle,
thereby reducing revenue and operating results.
Possible
Injury or Death
Operating
any motor vehicle involves some inherent risk. Operating a motorized vehicle in
a competitive wheel to wheel racing format increases the exposure to injury to
the participants.
Injury or death could result in the event of an accident. Health ailments,
whether known or unknown to the participant, could be triggered from the high
intensity and the
physical demands of the activity. These could result in injury or death.
Pregnant individuals could risk complications to themselves and their unborn
fetus, including death, as a result of their participation.
Company
may not be Able to Obtain Insurance
Full
Throttle may not be able to obtain liability insurance at favorable rates or may
incur insurance requirements that may be financially
prohibitive. Until Full Throttle is adequately capitalized and has
formed and then solicits for insurance quotes there is no certainty of obtaining
coverage.
We may not successfully manage our
growth.
Full
Throttle’s success will depend upon the development and expansion of our
operations and the effective management of our growth, which will place a
significant strain on our management and administrative, operational, and
financial resources. To manage this growth, should there be growth, we must
expand our facilities, augment our operational, financial and management
systems, and hire and train additional qualified personnel. If we were unable to
manage our growth effectively, our business would be harmed.
Full
Throttle Indoor Kart Racing™ may not be aware of potential
competitors.
We are
entering an open market where there is no exclusivity for concept or market area
served. There can be no assurance that other individuals or groups
are not working on a similar project with the same or similar scope as Full
Throttle Indoor Kart Racing™ with intentions to operate in the same market
area. In as much as there is no requirement for others to reveal
their business plans with Full Throttle we may find that potential competitors
are either planning to open operations or will be operational before Full
Throttle Indoor Kart racing is operational or choose to enter the market at some
time in the future.
Full
Throttle may need additional financing to continue and grow operations. Such
financing may not be available on acceptable terms.
Full
Throttle may need to raise additional funds to fund our operations or grow our
business. Additional financing may not be available on terms or at times
favorable to us, or at all. If adequate funding is not available when
required or on acceptable terms, Full Throttle may be unable to
continue and or grow its operations. In addition, such additional financing
transactions, if successful, may result in additional dilution of our
stockholders. They may also result in the issuance of securities with rights,
preferences, and other characteristics superior to those of the common stock
and, in the case of debt financings, may subject Full Throttle to covenants that
restrict its ability to freely operate its business.
The
location and facility is subject to local zoning.
Full
Throttle may not be able to obtain zoning for operations. Zoning for
any location falls under local city or county governments. Even with
initial approval for use in a given location there can be no guarantee that
zoning approval may be rescinded based on a determination that the location may
have greater value to the community utilized by a business deemed to be a
greater use.
The
recreational activity industry is subject to governmental regulation that could
increase in severity and hurt results of operations.
The
recreational activity industry is subject primarily to state and local
governmental regulation relating to the operation of facilities, employment, age
restrictions and pollution control, including air emissions. If state, or local
regulation of the industry increases for any reason, then Full Throttle may be
required to incur significant expense, as well as modify its operations to
comply with new regulatory requirements, which could harm operating results.
Additionally, remedies available in any potential administrative or regulatory
actions may require Full Throttle to refund amounts paid by all affected
customers or pay other damages, which could be substantial. Any such
determination could have a material adverse effect on our business, financial
condition and results of operations. Under environmental laws, we are exposed to
liability primarily as an owner and operator of real property, and as such, we
may be responsible for the clean-up or other remediation of contaminated
property. Environmental laws and regulations can change rapidly and we may
become subject to more stringent environmental laws and regulations in the
future that may be retroactively applied to earlier events. In addition,
compliance with more stringent environmental laws and regulations could involve
significant capital investments.
Fuel
cost could rise astronomically or rationing may occur.
Full
Throttle intends to utilize internal combustion engines fueled with
E85. There is the possibility that fuel shortages may occur in the
future that may escalate prices beyond Full Throttle’s ability to maintain
profitability or rationing may create a scenario in which Full Throttle cannot
economically operate its fleet to make a profit.
5
Cap
and Trade on Release of Carbon could affect operations.
There is
no known legislation or rules regarding this subject. If a cap and
trade policy is enacted we do not know as to how it will affect this
industry. The impact of potential carbon caps upon the indoor kart
racing entertainment industry is unknown.
State
issued vehicle operator’s license may become mandated by the state or insurance
agencies.
State or
insurance agencies could mandate that only individuals that have current state
issued vehicle operators’ licenses will be allowed to operate
karts. If this requirement were to be implemented the income
potential of Full Throttle could be impaired and result in lower income revenues
and financial performance of Full Throttle.
Our
business model is not protected by patents or registered copyrights and, as a
result, our competitors may be able to copy our business model to compete
against us.
We do not
have any patents or exclusive licenses regarding our business model or the karts
we intend to purchase. All of our employees will enter into
confidentiality agreements with us, pursuant to which they have agreed to keep
confidential and not use our trade secrets except to our benefit. We will use
appropriate copyright notices with our promotional materials. Despite these
efforts, it may be possible for our competitors or customers to copy aspects of
our business model. This could have a material adverse effect on our
business, financial condition, and results of operations.
There
is no guarantee that Karts and repair parts will be available.
Full
Throttle does not manufacture karts. Complete units as well as
service and repair parts will be sourced from companies specializing in the
manufacture of Karts. Our sources could cease manufacturing and both
complete Kart units and repair parts could become unavailable or prohibitive in
cost with no alternatives available in the marketplace.
RISKS ASSOCIATED WITH
INVESTING IN OUR COMMON SHARES
There
is no established trading market for our common shares, and there can be no
assurance that an established trading market will develop.
If
a trading market for our common shares does develop, trading prices may be
volatile.
In the
event that a trading market develops for our common shares, the market price of
such shares may be based on factors that may not be indicative of future market
performance. Consequently, the market price of our shares may vary greatly. If a
market for our shares develops, there is a significant risk that our share price
may fluctuate dramatically in the future in response to any of the following
factors, some of which are beyond our control:
o
|
variations
in our quarterly operating results;
|
o
|
announcements
that our revenue or income/loss levels are above or below analysts’
expectations;
|
o
|
general
economic slowdowns;
|
o
|
changes
in market valuations of similar
companies;
|
o
|
announcements
by us or our competitors;
|
o
|
acquisitions,
strategic partnerships, joint ventures or capital
commitments.
|
Because
we became public by means of a “self underwritten offering”, we may not be able
to attract the attention of major brokerage firms.
Additional
risks may exist since we will become public through a “self underwritten
offering.” Securities analysts of major brokerage firms may not
provide coverage of us since there is little incentive to brokerage firms to
recommend the purchase of our common shares. No assurance can be
given that brokerage firms will want to assist us in establishing a public
trading market or conduct any secondary offerings on behalf of our company in
the future.
Our
common shares may be considered a “penny stock” and may be difficult to
sell.
The
Securities and Exchange Commission has adopted regulations which generally
define a “penny stock” to be an equity security that has a market price of less
than $5.00 per share or an exercise price of less than $5.00 per share, subject
to specific exemptions. The market price of our shares, if an active trading
market develops, may be less than $5.00 per share and, therefore, it may be
designated as a “penny stock” according to the Commission’s rules. This
designation requires any broker or dealer selling these securities to disclose
certain information concerning the transaction, obtain a written agreement from
the purchaser and determine that the purchaser is reasonably suitable to
purchase the securities. These rules may restrict the ability of brokers or
dealers to sell our shares and may affect the ability of investors to sell their
shares.
We
are not required to meet or maintain any listing standards for our common stock
to be quoted on the OTC Bulletin Board or in the Pink Sheets, which could affect
our stockholders’ ability to access trading information about our common
stock.
The OTC
Bulletin Board and the Pink Sheets are each separate and distinct from the
Nasdaq Stock Market and any national stock exchange, such as the New York Stock
Exchange or the American Stock Exchange. Although the OTC
Bulletin Board is a regulated quotation service operated by the National
Association of Securities Dealers (“NASD”), that displays real-time quotes, last
sale prices, and volume information in over-the-counter (“OTC”) equity
securities like our common stock, and although Pink Sheets’ Electronic Quotation
Service is an Internet-based, real-time quotation service for OTC equities for
market makers and brokers that provides pricing and financial information for
the OTC securities markets, we are not required to meet or maintain any
qualitative or quantitative standards for our common stock to be quoted on
either the OTC Bulletin Board or in the Pink Sheets. Our common stock does not
presently meet the minimum listing standards for listing on the Nasdaq Stock
Market or any national securities exchange, which could affect our stockholders’
ability to access trading information about our common stock. Additionally, we
are required to satisfy the reporting requirements under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). If we fail to do so, our shares
may no longer be quoted on the OTC.
6
It
is uncertain whether we will ever pay dividends
We have
never paid any cash dividends on our common stock and do not anticipate paying
cash dividends on our common stock in the foreseeable future. The future payment
of dividends on our common stock will depend on our earnings, financial
condition and other business and economic factors, which the Board of Directors
of Full Throttle may consider relevant.
The
Company will have a staggered board and as such it would take time and may be
difficult to change the board
The
company has three classes of director. Each class of director will
hold a 4-year term. Terms for each class of director commence and end
in accordance with the following schedule. After which each class will have a
4-year term.
Class | Commencing | Term Ends | ||||
I | August 1, 2009 | July 31, 2013 | ||||
II | August 1, 2009 | July 31, 2014 | ||||
III | August 1, 2009 | July 31, 2015 |
The
members of the Board of Directors shall be elected at the annual meeting of
shareholders and shall hold office until the end of their term at the next
succeeding annual meeting, or until their successors shall be elected and shall
qualify.
FORWARD-LOOKING
STATEMENTS
Except
for historical information, the information contained in this Prospectus
contains “forward-looking” statements. These forward-looking statements include,
but are not limited to, illustrative pictures from existing similar operations,
statements about our industry, plans, objectives, expectations, intentions and
assumptions and other statements contained in the Prospectus that are not
historical facts. When used in this Prospectus, the words “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar
expressions are generally intended to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties,
including those described in this “Risk Factors” section, our actual operating
results and financial performance may prove to be very different from what might
have been predicted as of the date of this Prospectus or the dates of our
reports filed with the SEC, as the case may be. The risks described herein
address some of the factors that may influence our future operating results and
financial performance.
USE
OF PROCEEDS
Full
Throttle will utilize the proceeds from the sale of its common stock for the
development, working capital and other corporate purposes of Full Throttle
Indoor Kart Racing™. Company will initiate execution of its
business plan when the minimum ($3,000,000) to the maximum ($3,500,000) initial
capitalization funding has been raised.
Start
Up Expense Category
|
Minimum
Offering ($3,000,000)
|
Full
Offering ($3,500,000)
|
||||||
Business
Permits, Insurance, Deposits and Licenses
|
$ | 68,000 | $ | 68,000 | ||||
Karts,
Repair Parts, Maintenance Equip and Tools, Drivers Suits and
Helmets
|
$ | 420,000 | $ | 475,000 | ||||
Track
Preparation, Setup, Barrier System and Associated
Equipment
|
$ | 285,000 | $ | 356,000 | ||||
Point
of Sale, Timing and Scoring, Audio Video Equipment
|
$ | 400,000 | $ | 400,000 | ||||
Facilities
Improvement, Restaurant Equipment, Counters, Signage and
Décor
|
$ | 1,000,000 | $ | 1,245,000 | ||||
Web
Site development, Advertising and Publicity
|
$ | 65,000 | $ | 65,000 | ||||
Contingency
|
$ | 165,000 | $ | 211,000 | ||||
Retail
Display Fixtures and Inventory
|
$ | 100,000 | $ | 150,000 | ||||
Professional,
Legal, Offering Expenses
|
$ | 67,000 | $ | 67,000 | ||||
Start
Up Sub Total
|
$ | 2,570,000 | $ | 3,037,000 | ||||
Ongoing
Operations Funding
|
$ | 430,000 | $ | 463,000 | ||||
Total
Capitalization
|
$ | 3,000,000 | $ | 3,500,000 |
DETERMINATION
OF OFFERING PRICE
Our
offering price was arbitrarily determined by Full Throttle Indoor Kart Racing™
based upon its capital requirements and not upon any objective standard or
independent assessment of value.
7
DILUTION
If you invest in our shares, your
interest will be diluted to the extent of the difference between the initial
public offering price per share and the pro forma net tangible book value per
share after the offering. Dilution results from the fact that the per share
offering price is substantially in excess of the book value per share
attributable to the existing shareholders for our presently outstanding shares.
The company has 1,600,000 shares outstanding. Our net tangible book
value attributable to shareholders as of May 31, 2010 was $92,924 or
approximately $.06 per share. Audited net tangible book value per ordinary share
as of May 31, 2010 represents the amount of total tangible assets less goodwill,
acquired intangible assets net and total liabilities, divided by the number of
shares outstanding.
If the
minimum offering is sold, we will have 4,600,000 shares outstanding upon
completion of the offering. Our post offering pro forma net tangible book value,
which gives effect to receipt of the net proceeds from the offering and issuance
of additional shares in the offering, but does not take into consideration any
other changes in our net tangible book value after May 31, 2010, will be
approximately $3,095,228 or $.67 per share. This would result in dilution to
investors in this offering of approximately $.33 per share or approximately 33%
from the offering price of $1.00 per share. Net tangible book value per ordinary
share would increase to the benefit of present stockholders by $.61 per share
attributable to the purchase of the shares by investors in this
offering.
If the
maximum offering is sold, we will have 5,100,000 shares outstanding upon
completion of the offering. Our post offering pro forma net tangible book value,
which gives effect to receipt of the net proceeds from the offering and issuance
of additional shares in the offering, but does not take into consideration any
other changes in our net tangible book value after May 31, 2010, will be
approximately $3,595,228 or $.70 per ordinary share. This would result in
dilution to investors in this offering of approximately $.30 per share or
approximately 30% from the assumed offering price of $1.00 per share. Net
tangible book value per share would increase to the benefit of present
shareholders by $.64 per share attributable to the purchase of the shares by
investors in this offering.
The
following table sets forth the estimated net tangible book value per ordinary
share after the offering and the dilution to persons purchasing shares based on
the foregoing minimum and maximum offering assumptions.
Minimum
Offering(1)
|
Maximum
Offering(2)
|
|||||||
Assumed
offering price per share
|
$ | 1.00 | $ | 1.00 | ||||
Net
tangible book value per share before the offering
|
$ | .06 | $ | .06 | ||||
Increase
per share attributable to payments by new investors
|
$ | .61 | $ | .64 | ||||
Pro
forma net tangible book value per share after the offering
|
$ | .67 | $ | .70 | ||||
Dilution
per share to new investors
|
$ | .33 | $ | .30 |
(1)
|
Assumes net
proceeds from offering of 3,000,000 shares of
$2,962,250.
|
(2)
|
Assumes
net proceeds from offering of 3,500,000 shares of
$3,462,250.
|
PLAN
OF DISTRIBUTION
Our
officers and directors will sell the common shares on a self-underwritten basis
and will receive no discounts or commissions on the sale of common shares. Our
officers and directors will deliver prospectuses to offerees who he believes
might have interest in purchasing all or a part of this offering in accordance
with all securities regulations and local laws. Investor will
complete a subscription agreement for the shares. Our officers and directors
will not register as a broker/dealer under Section 15 of the Securities Exchange
Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering
of the issuer’s securities and not be deemed to be a broker/dealer. The
conditions are that:
1.
|
The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his
participation; and,
|
2.
|
The
person is not at the time of their participation, an associated person of
a broker/dealer; and,
|
3.
|
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily
to perform at the end of the offering, substantial duties for or on behalf
of the issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an associated person of
a broker or dealer, within the preceding twelve (12) months; and (C) do
not participate in selling and offering of securities for any issuer more
than once every twelve (12) months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
|
Our
officers and directors are not statutorily disqualified, are not being
compensated, and are not associated with a broker/dealer. They will continue to
be our officers and directors at the end of the offering and have not been
during the last twelve months and are currently not a broker/dealer or
associated with a broker/dealer. Our officers and directors and will not
participate in the sale of securities of any issuer more than once every twelve
months. Only after the SEC declares our registration statement effective, do we
intend to advertise, through tombstones, and hold investment meetings in various
states where the offering will be registered. We will not utilize the Internet
to advertise our offering. We will also distribute the prospectus to potential
investors at the meetings and to our friends and relatives who are interested in
us as a possible investment in the offering.
In order
to buy shares you must complete and execute the subscription agreement and
return it to the Escrow Agent, LAND TITLE GUARANTEE COMPANY, 5975 Greenwood
Plaza Blvd., Suite 125, Greenwood Village, CO 80111. Payment of
the purchase price must be made by check payable to the order of Full Throttle
Indoor Kart Racing Inc. The check may be delivered directly to the Escrow Agent
at the above-mentioned address. We have the right to accept or
reject subscriptions in whole or in part, for any reason or for no reason. All
monies from rejected subscriptions or if we fail to sell the minimum number of
Shares before the offering period expires will be returned immediately to the
subscriber, without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
8
Penny
Stock Rules / Section 15(g) of the Exchange Act
Our
shares may be considered penny stock covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated
thereunder. They impose additional sales practice requirements on broker/dealers
who sell our securities to persons other than established customers and
accredited investors who are generally institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses.
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny
stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales person’s
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the customer’s
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of his rights and
remedies in cases of fraud in penny stock transactions; and, the NASD’s toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
The
application of the penny stock rules may affect your ability to resell your
shares due to broker-dealer reluctance to undertake the above-described
regulatory burdens.
DESCRIPTION
OF SECURITIES and RELATED STOCKHOLDER MATTERS
We are
authorized to issue up to 25,000,000 shares of our $0.0001 par value common
stock. Each share is entitled to one vote on matters submitted to a vote of the
shareholders. There is no cumulative voting of the common stock. The common
stock shares have no redemption provisions nor any preemptive rights. Common
Stock is entitled to receive dividends as and when declared by the board of
directors. Since inception no dividends have been declared and none
are anticipated as of the date of this prospectus. We are also
authorized to issue up to 5,000,000 shares of preferred stock, the rights and
preferences of which may be set from time to time prior to issuance by the Board
of Directors.
As of the
date of this prospectus, there are 1,600,000 shares of common stock outstanding
held by seven persons. None of these shares are presently eligible
for re-sale under Rule 144.
Equity
Compensation Plan Information
Plan
Category
|
(a) Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
(b) Weighted
average exercise price of outstanding options, warrants and
rights
|
(c) Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)
|
|||||||||
Equity
compensation plans approved by security holders
|
0 | N/A | 100,000 |
The
validity of the common shares and other legal matters in connection with this
offering with respect to Colorado law have been passed upon us by Dennis
Brovarone, Esq., Littleton, Colorado.
EXPERTS
Our
audited consolidated financial statements for the fiscal year ended May 31,
2010, have been included in this prospectus and in the registration statement of
which this prospectus forms a part in reliance on the reports of Cordovano and
Honeck LLP, independent auditors, given on that firm’s authority as experts in
auditing and accounting.
9
THE
BUSINESS OF FULL THROTTLE INDOOR KART RACING
Full
Throttle Indoor Kart Racing Inc. is a startup company. Full Throttle
Indoor Kart Racing Inc. is a Colorado Corporation and was formed July 10, 2009
and has only organizational activity to date.
This
section of the Prospectus contains discussion, descriptions, examples and
illustrative pictures that are ‘forward looking’ and do not reflect any actual
location in operation under Full Throttle Indoor Kart Racing™ nor do they
represent the actual final plans for any potential Full Throttle Indoor Kart
Racing™ facility. The pictures used in this document are for illustrative
purposes and as examples of design and operational elements similar to what Full
Throttle Indoor Kart Racing™ anticipates but do not reflect actual operations,
final results or final execution of its plans.
At Full Throttle Indoor Kart Racing™
We Help Individuals Feed Their Need For Speed! And Businesses Put the Pedal to the
Metal!
|
COMPANY
MISSION STATEMENT
To
provide our guests, a unique and exciting entertainment experience in a race
themed, upscale entertainment venue.
OUR
VISION
Full
Throttle Indoor Kart Racing™ is planned to be a race themed entertainment and
event venue. At Full Throttle Indoor Kart Racing™ individuals and
groups can experience driving “Race” prepared, high performance Karts and racing
others on a road race inspired indoor track as well as other entertainment
activities. We expect to make the business model scalable, repeatable
and sustainable. The development of programs, policies, procedures,
people and management tools will facilitate the replication of this model to
other locations. The company will develop and reinforce the Full Throttle Indoor
Kart Racing™ brand.
Full
Throttle Indoor Kart Racing™ will provide an alternative to event activities for
businesses, charities, groups and individuals.
WHY
INDOOR KART RACING
Indoor
kart racing provides a theme for an entertainment facility. Featuring
wheel to wheel racing experience, as well as food and beverage service, meeting
rooms, and other entertainment activities, Full Throttle is expected to attract
individuals, groups, businesses, organizations, clubs and
charities.
The
rapidly growing popularity of auto racing (NASCAR, Formula 1, Indy Car, Car Club
Road Racing, Open Track Driving Events sponsored by the Sports Car Club of
America and National Auto Sport Association, brand specific Car Clubs (Ferrari,
Porsche, BMW, Corvette, Mustang...), NHRA Drag Racing Events, Friday Night
Amateur Drag Racing, and Drift Racing) speak to motor sports
popularity. However the cost of participating in these activities is
prohibitive and the vast majority cannot afford to compete.
Indoor
Kart Racing provides a venue in which individuals can participate in competitive
wheel to wheel racing in a cost effective and controlled
environment. Karting is the starting point for many recreational and
professional racers. Almost every successful professional racing
driver in the world today got their start in karting.
Professionals
and armatures alike continue to utilize kart racing to practice and hone their
skills because the dynamics of driving a race kart are amplified, more easily
understood and often more readily practiced than in full-sized race vehicles at
a fraction of the cost.
NATURE
OF THE BUSINESS
Indoor
Kart Racing (IKR) is based upon the popular indoor racing facilities developed
in Europe and other parts of the world. Indoor go-kart tracks are
significantly more evolved over the concession go-kart tracks found in miniature
golf and family entertainment venues, and are more entertainment oriented when
compared to outdoor competition kart racing tracks.
There are
the three primary types of kart racing facilities:
Concession Go
Karts
These are
not high performance vehicles. Concession go-kart tracks are found at
family entertainment facilities and operate at speeds typically ranging from 5
MPH on kiddy tracks to 25 MPH in entertainment concession karts. They
are intended for the general public to race as recreation and often allow young
children to ride with adults in 2-seat cars. Most concession go-kart
tracks only require drivers to be a specified minimum height and do not require
any additional safety equipment. A concession go-kart could be an
outdoor facility or housed indoors as part of a family entertainment
facility.
Outdoor Competition Kart
Racing Tracks
In
general, outdoor competition kart racing tracks are primarily designed for the
benefit of club racers that own their own high performance, race-prepared
karts. These individually owned and raced karts may compete at speeds
in excess of 100 MPH on tracks of various configurations. Outdoor
race karts are truly specialized racing vehicles and are not intended for the
casual participant.
10
The
high-speed capability of these racing karts necessitates outdoor track designs
to have long straight sections and curves designed to accommodate these high
speeds. These tracks are designed to allow for the exploration of the
capability of full race prepared karts with trained and experienced drivers
competing in sanctioned racing events. In general, these locations
are designed for, and utilized by, a dedicated racing community. They
most often do not have meeting rooms or alternative entertainment
activities. Any rental activity at these locations is usually
supplemental income and not the primary purpose intended for the
track.
In
general, in order to provide for an exhilarating rental racing experience on
these high-speed race tracks, operators may find it necessary to provide rental
karts that can achieve speeds which may not be appropriate for customers that
are not experienced racers. This may be intimidating to some
potential participants. In addition, this may impact the desirability
of corporate customers to utilize these facilities for group
events.
In
addition, outdoor facilities often face the challenges of noise ordinances,
weather, seasonality and daylight. In combination, these
factors can impact the ability to maximize revenues from rental
activities.
“European Style” Indoor Kart
Racing – IKR
Housed
inside a climate controlled facility, European style Indoor Kart Racing tracks
feature high performance karts with Formula 1 inspired and designed tracks with
computerized timing systems. Combined with a sports bar / snack bar
or restaurant and corporate meeting rooms equipped with audio visual capability,
and other entertainment activities, Indoor Kart Racing facilities differentiate
themselves from the typical outdoor concession track or outdoor kart racing
facilities.
Indoor
tracks provide the customer with a racing experience using short and technical
tracks. Track design incorporates short straights and demanding
cornering. With the shorter straights you are able to gear the kart
for quick acceleration. The high cornering capabilities of these
karts can now be explored with the tight track layout and demanding
turns. Therefore, by achieving the perception of speed at lower
velocities, the indoor kart racing experience becomes inherently
safer.
A key
differentiation between typical outdoor tracks and indoor kart racing facilities
is the fact that indoor tracks do not have risks associated with weather and
other elements. Corporate and group events using indoor racing
facilities are able to schedule an event without the fear of their event being
interrupted or canceled due to weather. Indoor tracks also have the
advantage of being able to run extended business hours and offer a consistent
environment.
Indoor
venues with meeting facilities featuring audio and visual capability allow
groups to plan and hold meetings, events, conventions and team building
activities. Indoor karting also provides the ability to hold special
events, professional meetings and / or parties while providing the customer with
a clean, professional environment.
There are
estimated to be 800 European style indoor kart-racing facilities
worldwide. Approximately 600 of these locations are in Western
Europe. These facilities are so popular, the Netherlands, with a population of
only 17.5 million, is estimated to have 50 indoor racing facilities and in Great
Britain there are estimated to be 48. Indoor kart racing continues to
expand into South America, Asia and the Middle East. In the United
States, indoor kart racing is still in the early stages of development were
today there are estimated to be only 81 tracks reflecting the European Indoor
Kart Racing model.
EXISTING
TRACKS - US MARKET
The
company knows of 81 “European Style” Indoor Kart Racing facilities in the
United States not including Full Throttle Indoor Kart
Racing™. At this time the areas of greatest expansion and
activity are on the East and West Coasts. For the most part,
these tracks are made up of independent operators. Currently
the company knows of only nine operators that have more than one
facility. There are some good individual operators, and some
are trying to develop a franchise formula, but to date none has
established market or brand name dominance in the United
States. As of May 1, 2010, only one operator has established
more than three operations within any single state.
|
11
FACILITIES
AND TRACK
Full
Throttle Indoor Kart Racing™ has broken down the industry into three levels of
facilities.
“Tier One”: These operations
are full multi-activity centers that have extensive video arcades, pool tables
rooms, multiple meeting rooms, full service bar and restaurant, retail product
sales areas and one or two race tracks. Initial Investment for these
locations is estimated to be between $2.5 and $5 Million for build out,
equipment and start up expenses. Building and land are not included
in this estimate.
“Tier Two”: In the second tier
you will find the vast majority of operators. This segment typically
has meeting rooms, some video games, pool tables and a light restaurant or
limited-item snack bar. Some locations may also serve beer and
wine. Corporate events are usually catered by outside
providers. Initial investment requirements for tier-two facilities
are estimated to range from $1.5 Million to $2.5 Million for build out,
equipment and start up expenses. Building and land are not included
in this estimate.
“Tier Three”: At this level
you will find smaller basic indoor race tracks with limited
facilities. Vending machines and a few arcade games are
common. Well-outfitted meeting rooms for corporate events, snack bars
or other upscale amenities are rare.
It is the
intent of Full Throttle Indoor Kart Racing™ to develop a Tier One
operation. We expect our facility size could be up to approximately
100,000 sq ft. The exterior and entrance of the building will be
designed to provide a focal point for signage that readily communicates the
brand and activity at the facility. The structure will contain enough floor
space to accommodate a minimum of one track and possibly two tracks. The
track will be designed to emulate road race courses with technical corners and
passing areas. The track design is intended to accommodate beginners
as well as the most experienced enthusiasts.
Anticipated
Facilities plan:
o
|
Track
Area
|
o
|
Lobby
|
o
|
Video
arcade and game table area (billiards, foosball,
etc.)
|
o
|
Snack
bar/coffee shop or full service
restaurant
|
o
|
Meeting
and Board Room amenities with audio visual
capability
|
o
|
Wireless
and cable access
|
o
|
Flat
Screen TVs for watching racing and other sports
events
|
o
|
General
operations office space
|
o
|
Kart
maintenance and storage area
|
o
|
Men’s
and women’s restrooms
|
o
|
Orientation
room
|
o
|
Drivers
suit dressing rooms and locker area
|
o
|
Retail
sales area
|
The build
out plan is to have two distinct areas of the facility. The climate
controlled lobby, meeting rooms, snack/bar area, locker rooms, driver
orientation rooms and track viewing areas will be separate from the
track. The track area will have its own supplemental air filtration
and air exchange systems.
MARKETS
Full
Throttle Indoor Kart Racing™ target markets include a wide range of potential
customers, including walk in and repeat rentals “arrive and drive”, corporate
and group event guests. We intend to target clientele that will be
attracted to the Full Throttle Indoor Kart Racing™ venue. The following is a
list of possible activities or events for individuals, businesses, organizations
and charities that will be targeted by Full Throttle Indoor Kart
Racing™:
Sales Meetings | Customer Appreciation Activities | Conferences |
Product Launches | Employee Morale Events | Team Building Events |
Company Events | Charity Events and Fund Raisers | Promotions |
Car clubs and associations | Police Athletic League | Conventions |
Chamber of Commerce | Event Planners and Coordinators | Mentor Presentations |
Sales Training Organizations | Adventure and Encounter Groups | Leads Groups |
Bar and Bat Mitzvah’s | Bachelor and Bachelorette Parties | Racing Leagues |
ENTERTAINMENT
ACTIVITY OFFERINGS
The
primary entertainment activity and subsequently the primary income source for
Full Throttle Indoor Kart Racing™ is the rental of high performance karts where
individual and groups can race each other on the track at the same
time. Full Throttle Indoor Kart Racing™ intends to also provide
alternative on-site, revenue generating, entertainment activities.
Game
table rentals (billiards, foosball, etc.) are a very common complementary
activity offered at indoor kart racing facilities. It is anticipated
that we’ll have a dedicated area for use as a game table room. The
game table room could also be equipped with flat panel TV screens for televising
sports events. Patrons will be allowed to purchase food and
drinks and consume them in the game table room.
12
Full
Throttle Indoor Kart Racing™ intends to have an arcade area. The
company does not intend to own the various arcade games offered to the
patrons. It is the intent of the company to enter into a revenue
share agreement with a supplier of video and arcade games. A variety
of interactive multiple participant racing oriented games, as well as other
sports and adventure games oriented toward teen plus age groups, can provide
many activities for patrons to use between races. It is not the
intent of Full Throttle Indoor Kart Racing™ to have games targeted at youth and
juvenile participants.
INCOME
SOURCES
The
income sources for Full Throttle Indoor Kart Racing™ are expected to
include:
o
|
Track
memberships
|
o
|
Kart
Race Rentals
|
o
|
Food
and beverage
|
o
|
Video
arcade and game table rentals
|
o
|
Meeting
room rentals for events
|
o
|
Retail
product sales
|
o
|
Sponsorships
/ Advertising
|
Track
Memberships
The
selling of memberships represents a potential income opportunity. In
general, indoor kart racing operations sell a membership to induce increased
participation by allowing members to purchase races at a lower
price. The advantage to the company is an additional income sector
that facilitates members becoming repeat guests. This helps to
develop brand preference and repeat behavior.
The
company may elect to offer various membership levels with different
attributes.
Karting Race
Rentals
o
|
Arrive
And Drive
|
The
‘Arrive and Drive’ customer is a walk in customer that is looking to participate
for recreational purposes. The customer may have become aware of Full
Throttle Indoor Kart Racing™ from any of a variety of advertising
methods. They could have also attended a prior corporate, group or
charity fund raising event held at the facility. Adult arrive and
drive races are at their greatest activity level in the evenings and
weekends.
o
|
Adult
League Races
|
League
racers are often the most dedicated participants. They tend to have
the highest expectations for the kart maintenance and preparation and often are
the most repetitive customers. Leagues will enable Full Throttle
Indoor Kart Racing™ to book races during the week at times that have lower
activity periods. League races can be team based or individual
competition. League races can be organized into multiple classes in
order to facilitate and stimulate participation and
competition. Classes can be based on weight, age, gender (men’s,
women’s and coed) or skill level.
League
participants will be required to purchase a league-racing license from the
company. This license will be used to place the racer in the
appropriate racing categories and provides for a revenue stream much like
memberships.
o
|
Junior
Racing League
|
Junior
race leagues can be promoted as an alternative to traditional sports
activities. While school are in session Junior races could be held on
weekend mornings as well as on a weekday afternoon or evenings to maximize
billable events. Junior race leagues could be expanded during the
summer recess period. As in the adult leagues, classes can be based
on weight, age, school, gender (boys, girls, and coed) and / or skill
level.
o
|
Corporate.
Group and Charity Events
|
Group
events are a target market for Full Throttle Indoor Kart Racing. We
believe that corporate, group and charity events could become a source of
income. For some people, when compared to group activities like golf outings or
ball games, Indoor Kart Racing provides a unique experience and may provide a
viable alternative when considering factors such as, time, expense and
scheduling. In addition, participants may find there is more
interaction and communication between participants having had an exciting,
stimulating and competitive experience in common. Indoor Kart Racing
does not favor physical strength or athletic ability. It provides a
level playing field for all participants to enjoy and compete
equally.
Video, Arcade and Game Table
Rentals
With more
than one entertainment activity to enjoy, our guests would be able to recreate
before, between and after indoor kart racing. Video games that are race themed
will be available for our guests on a pay per use basis. Table games such
as pool, billiards and foosball will add to our entertainment offering and in
some cases may be the primary intended activity of some guests.
Meeting Room Rentals For
Events
For
groups to conduct business meetings, charitable events, or other gatherings, we
intend to have meeting rooms equipped with audio visual capability, sound
systems, white boards and internet connectivity. These features will allow
groups to plan and hold their gatherings in a professional environment.
The rental of these meeting rooms can provide income potential from the room
rental, catering, meeting support services as well as the use of our racing and
game room activities.
Retail Product
Sales
There could be incremental
income opportunities provided by retail product offerings. We anticipate
offering a variety of race related merchandise that should appeal to a broad
range of customers.
13
°
|
Full
Throttle Indoor Kart Racing Logoed
Apparel
|
Beyond being a potential
income source, logoed apparel can help to build our brand and create a
preference for Full Throttle Indoor Kart Racing™. Individuals wearing Full
Throttle logo apparel promote our business and generate customer
awareness. We intend to offer an assortment of products at various price
points to meet the needs of our guests.
°
|
Racing
Gear
|
League or dedicated racing
enthusiasts often prefer to own their own driving suits, helmets, driving shoes,
racing gloves, neck roll and equipment bag. Full Throttle Indoor Kart
Racing™ intends to offer for sale high quality racing gear to meet the
expectations of a purchaser of these goods.
°
|
Race
Novelty Items (general merchandise)
|
Racing enthusiasts of all
ages purchase racing paraphernalia. We expect to have racing oriented gift
and collectible items representing NASCAR, F1 and Indy Car as well as other
racing associations. These might include model race cars, apparel, books
and periodicals and other race themed items.
°
|
Race Karts and Spec
Racer League
|
As Full
Throttle’s business model and customer base matures we anticipate the development of a ‘Spec
Racer’ league format. The league rules would define specifications for the kart
chassis, engine, and tires to be utilized by all racers within the league.
Racers would be required to join the league and participate in league only
events.
We expect that certain racing
enthusiasts would have a preference for owning their own kart. As such,
they could modify its setup within league parameters by adjusting items such as
suspension, brakes, gear selection and seat selection. This would provide
them with the ability to tune their kart to their own driving preferences and
eliminate disadvantages that they may perceive or encounter versus a random
assignment of a kart for their racing session.
A natural
business extension for Full Throttle could be the opportunity to sell high
performance race karts, parts and services. Additionally, based upon
facility size and design, we could generate additional income for kart storage,
use of our setup shop area, and providing maintenance and setup services
to those customers.
Food and
Beverage
As part
of the facility development, it is planned to have a snack bar or restaurant
capability. It is our intent to offer traditional race track fare as
well as a selection of healthy choice and heart smart
alternatives. In addition, Full Throttle Indoor Kart Racing™ may seek
a license to serve beer and wine to patrons over 21 years of age. We
will implement robust policies to comply with local laws and provide for the
safety of our guests.
Because
Full Throttle Indoor Kart Racing™ is a race themed entertainment destination
location there is the potential that a racing themed sports bar or full service
restaurant operation may be integrated into the location.
Sponsorship and
Advertising
Full
Throttle Indoor Kart Racing™ intends to offer multiple sponsorship
programs.
o
|
Kart
Sponsorships
|
|
Racing
is the fastest growing spectator sport in America. It is second
only to National Football League. The sponsor imaging on race
cars is both a source of income for the team and a way for companies to
promote and reinforce their brands. NASCAR has learned that
having competitive brands on the track are good for
everyone. Companies build brand loyalty as fans cheer for their
favorite brands. Additionally, the broad array of imaging
builds the visual spectacle of
racing.
|
|
Custom
decal kits could be created for our karts. Each kart could have its own
specific major sponsor as well as smaller minor sponsors or general
sponsor logo placements. The placement of sponsor logos on the
karts will enhance the race environment feel and will offer visibility for
participating sponsors and advertisers. All karts will always
have a Full Throttle Indoor Kart Racing™ logo prominently
displayed.
|
o
|
Drivers
Suits Sponsorships
|
|
The
Full Throttle Indoor Kart Racing™ driver’s suit serves multiple
purposes. The driver’s suit reinforces the racing ambiance and
the competitive atmosphere. The driver’s suit also represents
an opportunity for sponsorships and
advertising.
|
|
o
|
Large
Format Banners
|
Advertising
is a function of visual impressions. Locations can attract as many as
50,000 to 60,000 participants a year. We estimate that a
typical customer could spend one to two hours per visit. This creates
a substantial opportunity for visual impressions of each sign.
With the
large open space nature of an indoor kart racing facility there are numerous
potential income opportunities that could be generated from billboard style
advertising. There is expected to be large areas available for the
display of large format printed advertising in the track area.
14
o
|
Time
Sheets and On Screen Advertising
|
|
The
Point of Sale and Timing System can also provide an advertising sales
opportunity. Typical timing and scoring systems provide the
capability to insert advertising spaces into the race results
display. In addition, the printed time sheets provided to each
participant after their session also have a number of advertising
opportunities. These time sheets are often retained by the
participant and shared with others thus increasing the number of visual
impressions and adding to the advertising
value.
|
o
|
Web
Site Links, Email and Electronic
Newsletter
|
|
In
addition to the previously discussed sponsorship and advertising
opportunities, the company will explore the potential created from its web
site, direct e-mail, as well as an electronic newsletter provided to
members. These all can create additional opportunities to sell
advertising space.
|
Pricing
for sponsorship opportunities will be based on criteria such as sponsorship
level, logo or add placement, number of karts or drivers suits sponsored and
length of agreement.
MARKETING
STRATEGY
Publicity and
Promotion
The
company intends to use publicity and promotional activities to create the
necessary exposure to build and reinforce public awareness and brand development
as we launch and operate the business. We intend to implement
numerous strategies which could include:
o
|
Events
for specific business or social groups. For example, there are
25 Chambers of Commerce and other economic development organizations in
the Denver area
|
o
|
Special
event races featuring local sports or entertainment
figures
|
o
|
Collaboration
and co-marketing with advertisers and
sponsors
|
o
|
High
profile charitable events
|
o
|
Promotion
of league racing competitions
|
o
|
Local
press coverage, press releases, white papers and automotive sports
reporters
|
o
|
Logoed
and imaged clothing, hats and other promotional
items
|
o
|
Collaboration
with E85 fuel producers and promoters on the use of renewable fuels by
Full Throttle Indoor Kart Racing
Inc.
|
Advertising
We expect
to explore various advertising vehicles and strategies designed to build
customer awareness and drive customer visits. Some of which could
include:
o
|
Local
print advertising
|
o
|
Radio
events and advertising
|
o
|
Sports
Channel advertising
|
o
|
Hotel
local attractions display brochures
|
Internet
The
company intends to develop an internet site designed to engage our potential and
existing guests. The site could promote our brand and create
interest, in Full Throttle Indoor Kart Racing™.
Site
development may include:
o
|
Video
clips showing the racing action
|
o
|
Facilities
pictures
|
o
|
Racing
event options
|
o
|
League
racing information
|
o
|
On
line race purchase
|
o
|
Member
and league racer standings
|
o
|
Lap
time rankings by track
configuration
|
o
|
Testimonials
|
o
|
Track
layout
|
o
|
Kart
Information
|
o
|
On
line product purchases
|
o
|
Blog
and feedback interface
|
o
|
Facebook
(social networking interface)
|
o
|
Twitter
announcements
|
15
Our registered domain name is: FullThrottleIKR.com.
Additional
registered domain names:
o
|
Full-Throttle-Kart-Racing.Com
|
o
|
Fullthrottleindoorkartracing.Com
|
o
|
Fullthrottleindoorkartracingblog.Com
|
o
|
Fullthrottlekartracing.Com
|
o
|
FTIKR.com
|
E-Mail To
Members
Through
e-mail we intend to communicate with guests to thank them for their business,
inform them of special events and provide incentives for return
visits.
FTIKR
Newsletter
The
company may develop an electronically distributed newsletter. The
newsletter could include racer interviews, track news, racing results, special
event announcements, track tips, equipment and product updates and promotional
offerings.
Signage
Drive by
visibility of Full Throttle Indoor Kart Racing™ is an important part of the
advertising and marketing mix. The company intends to maximize the
impact of the signage on our facility. Other sign opportunities
include vehicle wraps, in-mall advertising booths and kiosk
displays.
RACING
OPERATIONS, KARTS, EQUIPMENT AND DISPLAYS
Point Of Sale and Timing and
Scoring System
The
ability to have the guest into the seat of a kart and into a race efficiently
can maximize guest satisfaction and revenue opportunity. It is
essential to capture key demographic information, process the transaction and
schedule the race in as short a time as possible.
Full
Throttle Indoor Kart Racing™ intends to evaluate and select a point of sale
system that incorporates multiple stations, with easy to understand and use
professional customer welcome kiosks. This will facilitate increased
throughput and data capture as the customer enters the required data and
processes the Assumption of Risk Waiver before they interact with the Full
Throttle staff to purchase their races. Full Throttle Indoor Kart
Racing™ intends to gather demographic information during this
process. We intend to track individual racer activity and segment
these participants using specific demographic information. This data
could be used to maintain ongoing communications with the guests to promote
repeat business.
Timing and Scoring
Part
of the overall marketing strategy is the continual reinforcement of
competition. This is accomplished by ranking each participant’s
driving performance based on each race, day, week and overall year to date
results. Whether a guest is a first time visitor or a seasoned
competitor, most people want to know how they performed. In
general, competitive people want to be ranked. Competitive
people will seek to improve, and as such, they will return to the facility
to practice and improve their skills. Much like a golfer who pays to
practice at a driving range to improve their score, we hope to have our
guest return to improve their lap times. In addition,
competitive people will seek to get others to participate so they can
compete.
Integrated into the point-of-sale system is a computerized
timing system. The timing system monitors each race, providing race
participants with individual lap times and overall race results. The
system works with an electronic transponder in each kart. Each
time a kart passes a fixed location on the track information is
electronically fed into the timing system. The resulting data could be
displayed on track race displays as well as TV’s throughout the
building. These timing and scoring displays will be visible to
racers as well as spectators. Upon completion of the race, we
intend to provide each racer with a score sheet allowing participants to
track their progress and compare their performance to other
racers. We expect this to stimulate competition and additional
participation. The score sheet can also serve as a marketing
vehicle for Full Throttle, sponsors and advertisers.
|
The
Karts
Full
Throttle Indoor Kart Racing™ intends to use high performance karts
designed specifically for use in indoor kart racing rental
operations. Full Throttle Indoor Kart Racing™ will stress
safety. Constructed of high quality steel tubing, these karts
provide optimum protection for the kart and participants. The kart will be
fully surrounded with a heavy duty bumper system attached to the kart that
is designed to absorb impact from all sides. Safety will be
increased by adding an installed neck protection roll bar, a multiple
point seat belt and a rear axle cover. Other important factors
to be considered will be brake system design, maintainability, parts
availability, visual appeal, and range of driver fitment.
Full
Throttle Indoor Kart Racing™ intends to utilize internal combustion
engines fueled with E85. Prior to selecting these power plants,
we considered and investigated the viability of electric powered racing
karts. Based upon our research and actual driving experiences,
Full Throttle Indoor Kart Racing™ determined that internal combustion
engines were superior from both a business and experiential
perspective. Our analysis included: initial investment,
operational cost, duty cycle / operational duration, environmental impact,
hazardous waste management, the ability to run extended race events, fleet
size, fleet management, and additional equipment
requirements. Performance characteristics such as: throttle
response and modulation, handling, consistent performance, braking
capability, lateral G force capability, realism and other visceral
qualities that provide the actual racing feel were
considered. Electric karts weigh 33% to 50% more than an
equivalent internal combustion engine powered kart. This excess
weight dramatically reduces cornering capability and places tremendous
demands on braking capabilities of the karts. This influences the track
design and performance potential of the karts and thus impacts the overall
racing experience for the customer. Based on these factors, we
determined that the overall financial performance and the quality of the
racing experience provided by karts powered by internal combustion engines
is superior to electric powered karts.
|
16
Kart Fleet Plans.
Our
intended kart fleet plan is expected to include three levels of
karts: Adult, Junior and Kid Karts. Only one type of
kart is expected to be on track at the same time:
o
|
Adult
Racing Karts - These are planned be utilized by guests age 16 and
up
|
o
|
Junior
Racing Karts - Junior Karts are intended for girls and boys ages 12
through 15 and is expected to be powered by an engine
with reduced horse power engine from the adult karts.
An adult wishing to race with their children will be required to
use this kart.
|
o
|
Kid
Karts - For kids from 7 to age 11, a lower horsepower and smaller
chassis kart with adjustable pedals, steering wheel and seat for an
optimal seating position for kids are incorporated into our longer-range
plans
|
Kart
Maintenance
Kart
repair and maintenance technicians will be employed to perform scheduled
preventative maintenance and repairs to the rental fleet. Each kart
will be tracked individually and an asset activity file will be maintained
recording items such as; on track time, maintenance and repair performed, tire
usage, lubricants and incident reports.
E85 Fuel
It is the
intent of Full Throttle Indoor Kart Racing™ to use of E85 fuel for the
karts. E85 is sustainable and renewable. By running E85
Full Throttle Indoor Kart Racing™ will place itself at the forefront of
renewable biofuel usage. The use of E85 should also provide for
a 5% increase in horsepower development when compared to running on conventional
unleaded gasoline.
Barrier System and
Track Design
The
barrier system defines the track circuit and has a significant customer
and operational impact. The visual appeal of the facility is
critical for creating a racing ambience and the perception of speed while
racing. There are two approaches to barrier
systems:
The
most basic is the use of discarded tires secured to the
floor. While this method has a lower initial materials cost it
has a higher installation cost, lower visual appeal and limits flexibility
for modification of the track circuit.
The
other method is the use of the more sophisticated molded barrier systems.
Molded barrier systems provide the cleanest most professional appearance,
are available from a number of manufacturers and are used in both outdoor
and indoor track operations. Full Throttle Indoor Kart Racing™
is planning to use a molded barrier system.
While
the initial cost of a molded barrier system is higher than a used tire
system installation; component replacement and track circuit changes are
dramatically simplified. This facilitates the ability to modify
the race circuit for different events and to provide new challenges to
attract repeat visits by our guests. In addition, the range of
colors available allows the track to become a significant element in
creating the overall ambiance that in turn creates a positive energy and
image. These colorful barrier systems communicate a level of
professionalism.
|
A 50,000
square foot facility would house a single track, in a road race configuration
designed with curves and straightaways. A facility of 70,000 square
feet or more could enable Full Throttle to have a second track. The track will
be constructed using exsisiting concrete floors or asphalt floor and bordered on
all sides with a bumper barrier system designed to maximize the safety of the
drivers, minimize damage to the karts, and reduce construction costs while
allowing for flexablity in track reconfiguration. A track is
typically between 1/4 to 1/3 mile in length, at least 20 feet wide and able to
accommodate up to 16 karts on track simotaniously. The facility
layout and design will have an open floor plan to allow spectators to observe
the racing action with little obstruction.
Safety
Equipment
Full
Throttle Indoor Kart Racing™ will require and provide equipment for safe racing
including abrasion resistant driver suits, helmets and neck
braces. The driver suits provided by Full Throttle Indoor Kart
Racing™ will go on directly over street clothing. Guests will be
advised that skirts and dresses are not recommended apparel for racing events.
Closed toe shoes will be required at all times while guests are participating in
racing events.
Guests
may bring in their own equipment if it meets or exceeds Full Throttle Indoor
Kart Racing™ standards. Full Throttle Indoor Kart Racing™ will offer for retail
sale all appropriate equipment for indoor kart racing.
Air Quality
Management
A carbon
monoxide and carbon dioxide sensor system will be
incorporated into the air handling system. At its most basic level,
the system would increase airflow exchange based on the quality of air within
the track area. The system will be designed to meet the requirements
as defined by the local indoor air quality management governing
body.
17
Race Car and Race
Memorabilia Displays
Adding
to the race theme ambiance is the display of race vehicles and race
related memorabilia. The presence of high performance vehicles
and race cars reinforces and helps build the guests feeling of being at
and participating in a real racing event. Companies in
the business of building and servicing race vehicles, selling high
performance vehicles as well as auto race club associations often are
willing to provide display vehicles in consideration for its promotional
value. In addition we intend to display automotive racing
memorabilia, artwork and collectables to add to the racing character of
the facility.
|
FACILITIES
AND LOCATION
Building and
Location
Visibility,
access, traffic count, demographics, property availability, affordability and
favorable tax rates are important ingredients for success. All these
factors will be considered as we seek to locate in a retail and or entertainment
district. A location with retail exposure, such as a “Big Box
Retailer” type of facility with between 50,000 and up to 100,000 square foot is
optimal. The plan assumes leasing the property as opposed to
purchasing the location at this time.
The
targeted location for Full Throttle Indoor Kart Racing™ is the South Metro
Denver Area.
Demographics
The most
desirable demographics are those with slightly higher than average
incomes. Proximity to corporate office parks, hotels and retail
shopping locations with easy access from main traffic corridors is the most
desirable.
·
|
Metro
Denver
|
Metro
Denver has a population of nearly 2.8 million people, and a growth
rate that has consistently outpaced the national rate every decade since the
1930s. The region grew steadily in the past 10 years, averaging 1.9
percent population growth each year from 1998 to 2008. By 2030, Metro
Denver's population is anticipated to increase to almost 3.8
million.
·
|
South Metro
Denver Using the Park Meadows Mall trade area
(located at the intersection of Interstate 25 and C-470) as a reference,
these are the general demographic
characteristics:
|
o
|
Current
population
estimate: 1,058,235
|
o
|
5-year
projected
population: 1,180,821
|
o
|
Current
median age: 37.2
|
o
|
Current
average household income: $95,504
|
Existing Karting
Venues
At
this time, we know of one European Style Indoor Kart racing facility
currently operational in Colorado. The group, Raceway Partners, LLC,
operates under the name Speed Raceway. Their facility is to the
south and east of the Centennial Airport, south of Denver in an industrial
park and warehouse distribution area. They operate electric powered
karts and claim to have a 1/4 mile track in a 55,000 sq ft
building. Their facility is located less than 1,000 feet from a
ready mixed concrete, aggregate and asphalt producer.
The facility is accessed from low traffic secondary
streets. Their operations are located to the rear of a
multi-building warehouse style complex. The building has limited
visibility from the street and the front of their location faces an
undeveloped open space. The rear of the building has multiple
roll-up doors for freight loading facing directly at the loading docks of
the building in front of it. There is a small monument sign space
available for announcing the address location on the access street.
Pursuing
a different market sector are concession style indoor go kart tracks that
target children and family entertainment. These businesses
operate under a fundamentally different business model than Full
Throttle.
There
are three outdoor kart racing tracks serving the Denver
market. All three of these outdoor tracks are primarily
designed for use by private kart racers. All three, Action
Karting (located on the property of Bandimere Race Way, a drag racing
facility), IMI Motorsports and The Track at Centennial, advertise rental
kart availability and do host corporate events. None have
corporate meeting room facilities.
|
|
18
The
following information contains rates that are currently published on the
internet by each specific operation.
Rates at
Action Karting start at $35 for your first session, $30 for your second, $25 for
your third, $20 for your fourth session.
Rates for
The Track at Centennial are $35 per 10 Minutes.
IMI
Motorsports Complex is a multi-use facility serving the kart racing as well as
the motorcycle racing enthusiast with a one-mile paved kart sprint course, a
1/10th mile paved oval, 1/5 and 3/8 mile dirt ovals, and a motocross track. The
facility is located east of Erie Colorado. IMI rents a broad spectrum
of karts to a diverse range of users. This facility is unique in its
offering of karts capable of approaching speeds of nearly 100
MPH. Rates range from $25 for five-laps in standard rental karts to
as much as $70 for a 10-lap rental in a high performance kart.
ORGANIZATIONAL
STRUCTURE
Full
Throttle expects to employ a staff of approximately 18 to 30 persons on a full
and/or part time basis once it commences operations. It is
anticipated that President, Kart Maintenance and Repair Technicians, Track
Managers, Book Keeping and Sales will be full-time positions. All
other positions such as reception staff and track corner workers will be filled
using part time employees.
The
following chart reflects the proposed organizational structure of Full
Throttle but not the actual number of all employees:
President / Chief
Executive Officer
Full
Throttle Indoor Kart Racing™ will be operated, by Mr. Richard Herrera.
Richard Herrera will act as President of Full Throttle Indoor Kart Racing™
and will oversee day-to-day business operations, sales and marketing and
will be responsible for all major management decisions.
Kart Maintenance and
Repair Technician(s)
Reports
to the President and works with the Track Manager
Full
Time Position/Hourly Position
Track
Manager(s)
Reports
to the President and works with the Kart Maintenance and Repair
Technician
Full
Time Position
Pit
Boss
Reports
to the Track Manager
Part
Time Position
This
position can be rotated between Corner Workers
Corner
Worker
Reports
to the Track Manager
Part
Time Position
Reception / Customer
Service
Reports
to the Track Manager
Part
Time Position
Book
Keeping
Reports
to the President
Full
Time Position
|
Sales
Reports
to the President and works with the Track Manager
Full Time
Position
Human
Resources
The Human
Resources activities of Full Throttle will be outsourced
MANAGEMENT’S
DISCUSSION AND ANALYSIS and PLAN OF OPERATIONS
Forward-Looking
Statements
Except
for historical information, the information contained in this prospectus
contains “forward-looking” statements. These forward-looking statements include,
but are not limited to, statements about our industry, plans, objectives,
expectations, intentions and assumptions and other statements contained in the
prospectus that are not historical facts. When used in this prospectus, the
words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate”
and similar expressions are generally intended to identify forward-looking
statements. Because these forward-looking statements involve risks and
uncertainties, including those described in this “Risk Factors” section, our
actual operating results and financial performance may prove to be very
different from what might have predicted as of the date of this Prospectus or
the dates of our reports filed with the SEC, as the case may be. The risks
described herein address some of the factors that may affect our future
operating results and financial performance.
19
Actual
results and timing of events could differ materially from those anticipated in
these forward-looking statements and as a result of a number of factors,
including those discussed in the “Risk Factors” section of this
offering.
Plan
of Operations/Results of Operations
Our
primary business is in the upscale, race themed, entertainment
industry. Our target customer is corporate and adult clientele. Full
Throttle Indoor Kart Racing™ is in the startup and development
stage. Prior to this offering the company has not been in operation
and as a result has not realized any revenues from business operations at this
time. The company has developed its business, marketing and
operations plan. The company is in the capital formation phase of its
plan and must raise sufficient capital to facilitate the execution of its
business, marketing and operations plan.
Liquidity
and Capital Resources
The
company is a startup, has not been in operation and does not have sufficient
funds to execute its plan. The company has chosen to raise funds using a Form
S-1 public offering for the sale of 3,000,000 to 3,500,000 shares of its common
stock at $1 per share to generate capital for operations.
Pursuant
to its successful sales of its offering, Full Throttle Indoor Kart Racing
Corporation will use the proceeds as set forth in the Use of Proceeds section of
this offering document.
MILESTONES
Full
Throttle Indoor Kart Racing™ is a start-up business. Upon completion
of capital formation from successful sales of Full Throttle’s common stock
offering Full Throttle will execute its business plan. It is
anticipated that it will take Full Throttle six months to complete setup of
facilities and equipment and obtain a certificate of occupancy. Upon
receipt of certificate of occupancy Full Throttle expects to commence
operations. The Gantt chart is broken down into weekly periods over a
28 week time line. Within the Gantt chart significant events
and estimated time lines for completion have been plotted.
Full
Throttle Indoor Kart Racing™ is a startup company. Full Throttle does
not anticipate being profitable within the first 12 months of
operations. Full Throttle does anticipate profitable operations for
year two.
DESCRIPTION
OF PROPERTY
As of the
date of this prospectus, we have not leased a property for
operations. Our executive office is provided by our CFO for a $100
per month fee on a month by month basis.
LEGAL
PROCEEDINGS
We are
not currently involved in any material legal proceedings that could result in
claims against us. However, we may be subject to various legal
actions and claims arising in the ordinary course of business.
20
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table shows our executive officers and directors of Full Throttle
Indoor Kart Racing™, and their ages as of May 31, 2010, and their relationship
with Full Throttle Indoor Kart Racing™.
Name
|
Age
|
Position
|
Held
Position Since
|
||||
Richard
Jay Herrera
|
56 |
President
/CEO/Founder/Director
|
- Class III |
Aug-09
|
|||
Mark
Ryan
|
53 |
Director/Chairman
of the Board
|
- Class III |
Aug-09
|
|||
Lance
Sedlak
|
46 |
Director
|
- Class II |
Aug-09
|
|||
Tim
Cousineau
|
55 |
Director
/
Secretary
|
- Class II |
Aug-09
|
|||
Will
Sumners
|
48 |
Director
/
Treasurer
|
- Class I |
Nov-09
|
|||
Larry
Kopf
|
51 |
Chief
Financial Officer
|
Aug-09
|
Directors
will serve until their successors are elected by the shareholders. Vacancies on
the Board of Directors may be filled by appointment of the majority of the
continuing Directors.
In order
to provide continuity and stability in management, the company has chosen to
have a staggered board. The company will have three classes of
director. Terms for each class of directors commence and end in
accordance with the following schedule. After which, each class will have a 4
year term.
Class | Commencing | Term Ends | ||||
I | August 1, 2009 | July 31, 2013 | ||||
II | August 1, 2009 | July 31, 2014 | ||||
III | August 1, 2009 | July 31, 2015 |
The
members of the Board of Directors shall be elected at the annual meeting of
shareholders and shall hold office until the end of their term or until their
successors shall be elected and shall qualify. Refer to the risk
section of the “RISKS
ASSOCIATED WITH INVESTING IN OUR COMMON SHARES” FOR ADDITIONAL
INFORMATION
Principle
Occupation of Executives and Directors
The
following discussion provides information concerning the backgrounds and
business experience of the named individuals, all of whom will be serving in
such capacities are as described below.
Richard
Jay Herrera
President/CEO/Founder
AMERCO Advisory Board | (March 2007 to present) |
Currently
Richard serves on the Advisory Board for the AMERCO Board of
Directors. AMERCO is a publicly traded company and parent company of
U-Haul International.
AMERCO
Board of
Directors
U-Haul
Board of Directors
|
(served from 1993 to June
2001)
(served from 1990
to June 2001)
|
Executive Vice President/Marketing and Sales Manager | Eastern Seaboard Packaging, Inc.2003 to 2005 |
Executive Vice President , Arthur P. Anderson, LLC | ARBUS Lock USA 2001-2003 |
Responsibilities:
Managed operations, sales and marketing. Established business plan,
budget and sales goals for company, identified target markets, profiled
customer, P&L responsibility. Selected and attended trade shows and
developed sales promotions. Interfaced with parent company ABUS Germany,
prepared and presented marketing and sales plans, developed forecasting models
for product production. Restructured sales force and compensation program.
Planned and executed relocation of operations at the request of
ownership.
Marketing Vice President / Retail Sales Manager | U-Haul International, Inc.1988 – 2001 |
Responsibilities:
Managed four strategic income areas. Total annual sales ~ $250
Million. Prepared marketing plans and goals for retail programs,
managed product brand name in retail market, selected product mix, developed
specifications and established product pricing. Selected, negotiated,
and managed all retail product venders. Conducted and implemented continuous
improvement initiatives in inventory control, product distribution, and reduced
delivery costs. Developed point-of-sale merchandising, packaging, and
promotional materials. Designed and conducted sales training and motivational
seminars nationwide. Approved layout and content of advertisements,
including national Yellow Pages for all publications for national print
advertising.
Sales Manager | Air-Draulics, Inc. 1973 - 1988 |
Over a
15-year career advanced from part-time, entry-level position, inside sales,
outside sales representative, branch manager and sales
manager. Worked with and provided motion control solutions to
companies engaged from mining and minerals, agriculture, food processing, semi
conductor, automotive manufacturing, wood products, paper mills, injection
molding, etc. I have been exposed to and worked with virtually all
manufacturing areas. Maintained working knowledge of multiple
manufacturers' products, including specific component capability, features, and
performance. Designed and analyzed hydraulic and pneumatic
circuitry/systems. Reviewed all custom system designs and approved
quotes. Developed and conducted seminars on fluid power and pneumatic circuitry
design. Trained and motivated sales personnel. Established sales by
product line goals.
Richard
is an avid racing enthusiast and has participated in many forms of automotive
racing. Richard has been a course worker, race team crew-member and
has driven many race car variants. As a result, Richard has an
informed opinion on expectations of race participants.
Mark
Ryan
Director/
Chair
Mark has
been the owner of Ryan 5 Corp. in Littleton CO since 2005. Ryan 5 is a
recruiting company providing career placements and executive
searches. Mark is current Chair of the South Metro Denver Chamber of
Commerce.
21
From 1986
through 2004, Mark was employed by Charles Schwab &
Company. During his tenure with Schwab he was employed in various
capacities from Business Development Specialist through Senior Vice President of
Retail Client Services.
Mark is a
member of the Board of Directors for the South Metro Denver Chamber of Commerce,
past Vice Chairman and Chair of the Small Business Development Center (chamber
and state organization), Chairman of the Student Leadership Program for the
Chamber and Membership Chairperson for Colorado Business Leads.
Lance
Sedlak
Director
Lance
Sedlak is a senior business executive with exceptional leadership experience and
a pedigree for building new businesses for HP, GE, Arrow Electronics and a high
growth start-up sold to GE. Lance brings broad business perspective
as a highly focused and energized decision maker with proven history and a
passion for helping firms achieve rapid revenue growth, market share gains, and
incremental profits. Lance's experience includes roles as Director,
General Manager, and Vice President of Sales.
Lance is
Managing Director and Principal of Sedlak Development Group, LLC, a business
development consulting services firm and co-founder of S2, LLC, a channel
management and services consulting business. These organizations
allow Lance to apply his expertise in sales, new business development, strategic
alliances, alternative channels / partner management, and product marketing
combined with comprehensive P&L capabilities to clients seeking to advance
their business and channel models. Lance helps clients achieve superior results
by combining a unique ability to define strategy, build teams, create innovative
alliances, and develop talent to exceed organizational goals.
As a
lifelong racing enthusiast, Lance understands the business, entertainment and
competitive sides of the racing industry. He regularly attends
professional racing events, including the Indianapolis 500. He is
actively involved in karting and supports his teenage son’s kart-racing activity
as team manager, coach and crew chief at local, regional and national racing
events.
Tim
Cousineau
Director/Secretary
In 2009
Mr. Cousineau joined the Colorado Community College System (CCCS) as a
Programmer Analyst in the Career Technical Education Accountability
Division. Mr. Cousineau was employed from 2003 to 2009 as a Senior
Programmer responsible for application design and development, database design
and development, and data capture and conversion for Granite Technologies, Inc.,
of Golden Colorado From 1997 to 2003, Mr. Cousineau was an Executive
Consultant for KEMA Consulting in Englewood, Colorado. KEMA software
consulting specialized in data modeling and engineering applications for
electric, gas, water, and telecommunication utilities.
Tim has
extensive experience in programming, analysis, design, and coding in computer
languages from assembler to 4GL both stand-alone and web-based
applications. Additionally Tim possesses extensive RDBMS analysis, design
and programming background, internal and external customer
support, pre-sales support, Object-Oriented Analysis, Design and
Implementation.
Tim is a
founder, organizer, and former director of the North American Bank (IO) in
Longmont. Colorado. Tim is the Financial Partner and a general partner in
BBIC Investment Club, and is a member of the South Metro Denver Chamber of
Commerce. In addition Tim is a volunteer Park Host Mentor with Jefferson
County Open Space Citizen Outreach, and a nestbox monitor mentor with Jefferson
County Open Space Natural Resources division.
Will
Sumners
Director
Will is
President and owner of Dalco Heating and Air Conditioning a Denver based HVAC
contractor serving the residential and commercial markets. Will
purchased the business in 2005 and has created a referral oriented retrofit
business. Emphasis is on the highest level of customer satisfaction
and employee competency. Will is also a co-founder of S2, LLC, a
channel management and services consulting business.
Prior to
owning Dalco, Will was a Vice President of GE Access, a subsidiary of General
Electric. GE Access was a $2B specialty computer
distributor. While at GE Access, Will ran a $350 million domestic
business unit and had responsibility for the warehouse
operations. During his tenure at GE Access he also ran the Brazilian,
Canadian and Mexican operations.
Prior to
his GE experience, Will held the position of CFO and COO for a $100 million HP
distributor, Integration Alliance that was purchased by GE. He also
held Director level positions with Intelligent Electronics a $3 billion computer
distributor. These positions included, Director of Cash Management,
Director of Purchasing and Marketing and Credit Manager.
Will
holds an MBA from the University of Denver and a BA in Molecular Biology from
the University of Colorado. He is a member of Beta Gamma Sigma
Honorary Society. He also has completed an executive marketing
program at Stanford University. He was awarded the prestigious
Pinnacle Award at GE in 2000. This award recognizes the top 1% of
managers worldwide in the GE organization. Additionally he is a
certified greenbelt.
Lawrence
Kopf, MBA, CPA
Chief
Financial Officer
Lawrence
Kopf is a Tax Specialist and nationally recognized author and instructor of Tax
Seminars to other CPAs and attorneys. He spent four years in the "Big 8," was a
Tax Planning Manager for a Fortune 100 corporation and managed the tax
department of a New York public accounting firm. Among his comprehensive
corporate tax planning experience, he has reviewed U.S. consolidated corporate
tax returns, responded to federal and state audit inquiries, played a role in
intercompany transactions, mergers, acquisitions and reorganizations, and
counseled domestic and foreign personnel on international tax
planning.
22
Specialties:
International
Tax, Business Tax Planning, Tax Education, Individual Tax
Planning
·
|
TaxOnly, LLC: Managing
Director
1983 —
present
|
o
|
Privately
Held; Accounting
industry
|
·
|
Schlumberger Limited:
International Tax Planning
Manager 1990
— 1992
|
o
|
Public
Company; Oil & Energy industry
|
·
|
KPMG Peat Marwick: Supervising
Senior Tax
Specialist 1988
— 1990
|
o
|
Accounting
industry
|
·
|
Arthur Andersen: Senior Tax
Accountant 1986
— 1988
|
o
|
Accounting
industry
|
Education
·
|
Hofstra
University MBA
|
·
|
Tulane
University Bachelors
|
EXECUTIVE
COMPENSATION
The
following table sets forth certain information with respect to the compensation
that will be paid for services rendered to the CEO/President upon the successful
completion of this offering. To date, during the fiscal year ending
May 31, with respect to our President / CEO we have paid no
salary. We have no other officers who received cash compensation in
excess of $100,000.
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and Principal position
|
Year
|
Salary($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
Total
($)
|
Richard
Herrera....
CEO
/ President
|
2010
|
$0
(1)(2)(3)
|
$0
(4)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
Lawrence
Kopf….
CFO
|
2010
|
$0
(5)
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
(1)
|
No
compensation has been paid to the CEO / President during the development
phase of the business.
|
(2)
|
The
President/CEO will receive a yearly salary of $100,000 that will be
triggered and commence upon the successful completion of this offering and
the funding of the company.
|
(3)
|
There
is no written agreement or contract between Richard Herrera, President /
CEO and Full Throttle Indoor Kart Racing Inc. The Board of
Directors has agreed to the President / CEO Salary upon successful
completion of the offering and the funding of the
company.
|
(4)
|
The
company has set aside 100,000 shares for management performance
incentives. Issuance of any and all of those shares is at the
discretion of the board of directors. At this time there are no
formal criteria or plan for any distribution of these
shares.
|
(5)
|
The
CFO has provided a prepayment of services for shares. Upon
consumption of those services a determination of continuation or salary
consideration will be made.
|
Director
Compensation
At this
time there are no fixed compensation fees for serving on the Board of Directors
or officers.
Family
Relationships
There is
no family relationship between any Director, executive or person nominated or
chosen by Full Throttle Indoor Kart Racing™ to become a Director or Executive
Officer.
Key
Executive Insurance
Full
Throttle will take out a term life insurance on the founder Richard Jay
Herrera. The beneficiary will be Full Throttle Indoor Kart Racing
Inc. The purpose of this insurance payout to Full Throttle is to
facilitate an orderly transition for Full Throttle. It will be the
responsibility of the Board of Directors to make a determination and
recommendation as to the future of Full Throttle and how it will affect its
shareholders.
Compensation
Discussion and Analysis
The
following Compensation Discussion and Analysis (CD&A) provides information
on the compensation programs established for our "Named Executive Officers"
during our fiscal year ended May 31. All information provided herein should be
read in conjunction with the tables provided above.
23
Our Board
of Directors is responsible for establishing, implementing and monitoring the
policies governing compensation for our executives. Currently our Board does not
have a compensation committee. Our officers are members of our Board of
Directors and are able to vote on matters of compensation. We are not currently
under any legal obligation to establish a compensation committee and have
elected not to do so at this time. In the future, we may establish a
compensation committee if the Board determines it to be advisable or we are
otherwise required to do so by applicable law, rule or regulation. We did not
employ any outside consultants to assist in carrying out its responsibilities
with respect to executive compensation, although we have access to general
executive compensation information regarding both local and national industry
compensation practices. In future periods, we may participate in
regional and national surveys that benchmark executive compensation by peer
group factors such as company size, annual revenues, market capitalization and
geographical location.
The
executive employment market in general is very competitive due to the number of
companies with whom we compete to attract and retain executive and other staff
with the requisite skills and experience to carry out our strategy and to
maintain compliance with multiple Federal and State regulatory agencies. Many of
these companies have significantly greater economic resources than our own. Our
Board has recognized that our compensation packages must be able to attract and
retain highly talented individuals that are committed to our goals and
objectives, without at this time, paying cash salaries that are competitive with
some of our peers with greater economic resources. Our compensation structure
will be weighted towards equity compensation in the form of options to acquire
common stock, which the Board believes motivates and encourages executives to
pursue strategic opportunities while managing the risks involved in our current
business stage, and aligns compensation incentives with value creation for our
shareholders.
Components
of Our Executive Compensation Program
Our
current executive compensation program is equity and salary based. In
the future we intend to incorporate additional components that we believe are
necessary in order for the Company to provide a competitive compensation package
relative to our peers and to provide an appropriate mix between short-term and
long-term cash and non-cash compensation. Elements of our future executive
compensation are likely to include:
○
|
Base
Salary
|
○
|
Stock
Awards
|
○
|
Other
benefits available to all employees
|
○
|
Items
specific to our President and Chief Executive Officer per an employment
agreement
|
Base
Salary: At present we do not have a salary structure for employees and
Executives. Amounts are based on skill set, knowledge and responsibilities. Base
salaries may be established as necessary.
Equity
Compensation: A portion of compensation paid to our executives is equity
based. We believe equity compensation helps align the interests of
our executives with the interests of our shareholders. In that regard, our
executives' compensation is subject to downside risk in the event that our
common stock price decreases. In addition, we believe equity compensation
provides incentives to aid in the retention of key executives.
Other
Benefits: Our Executive Officers and employees receive no other benefits at this
time.
CORPORATE
GOVERNANCE
Committees:
Meetings of the Board
We do not
have a separate Compensation Committee, Audit Committee or Nominating Committee.
These functions are conducted by the Board of Directors meeting as a whole. All
corporate actions by the Board of Directors were either consented to in writing
by all Directors or were agreed to unanimously at a meeting where proper notice
had been given and a quorum was present.
Audit
Committee
The Board
of Directors has not established an audit committee. The functions of the audit
committee are currently performed by the entire Board of Directors. The Company
is under no legal obligation to establish an audit committee and has elected not
to do so at this time so as to avoid the time and expense of identifying
independent directors willing to serve on the audit committee. The Company may
establish an audit committee in the future if the board determines it to be
advisable or we are otherwise required to do so by applicable law, rule or
regulation.
As the
Board of Directors does not have an audit committee, it therefore has no "audit
committee financial expert" within the meaning of Item 401(e) of Regulation S-B,
except its chief financial officer. In general, an "audit committee financial
expert" is an individual member of the audit committee who:
○
|
understands
generally accepted accounting principles and financial
statements,
|
○
|
is
able to assess the general application of such principles in connection
with accounting for estimates, accruals and
reserves,
|
○
|
has
experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
|
○
|
understands
audit committee functions.
|
Board
of Directors Independence
Four of
our directors are "independent" within the meaning of definitions established by
the Securities and Exchange Commission or any self-regulatory organization. The
Company is not currently subject to any law, rule or regulation requiring that
all or any portion of its Board of Directors include "independent"
directors.
24
Director
Nominees
The
Company does not have a nominating committee. The Board of Directors, sitting as
a board, selects those individuals to stand for election as members of our
board. The Board of Directors has a majority of independent directors (4
directors). The Board will consider candidates for directors proposed by
security holders, although no formal procedures for submitting candidates have
been adopted. Until otherwise determined, not less than 90 days prior to the
next annual Board of Directors' meeting at which the slate of board nominees is
adopted, the Board accepts written submissions that include the name, address
and telephone number of the proposed nominee, along with a brief statement of
the candidate's qualifications to serve as a Director and a statement of why the
shareholder submitting the name of the proposed nominee believes that the
nomination would be in the best interests of shareholders. If the proposed
nominee is not the security holder submitting the name of the candidate, a
letter from the candidate agreeing to the submission of his or her name for
consideration should be provided at the time of submission. The letter should be
accompanied by a resume supporting the nominee's qualifications to serve on the
Board of Directors, as well as a list of references.
The Board
identifies Director Nominees through a combination of referrals, including by
management, existing board members and security holders, where warranted. Once a
candidate has been identified, the Board reviews the individual's experience and
background, and may discuss the proposed nominee with the source of the
recommendation. If the Board believes it to be appropriate, Board members may
meet with the proposed nominee before making a final determination whether to
include the proposed nominee as a member of management's slate of Director
Nominees submitted for shareholders for election to the board.
Among the
factors that the Board considers when evaluating proposed nominees are their
experience in the information technology industry, knowledge of and experience
with and knowledge of and experience in business matters, finance, capital
markets and mergers and acquisitions. The Board may request additional
information from the candidate prior to reaching a determination. The Board is
under no obligation to formally respond to all recommendations, although as a
matter of practice, it will endeavor to do so.
Security
Holder Communications with our Board of Directors
The
Company provides an informal process for security holders to send communications
to our Board of Directors. Security holders who wish to contact the Board of
Directors or any of its members may do so by writing to Full Throttle Indoor
Kart Racing Inc., 90 Sylvestor Place, Highlands Ranch, CO 80129.
Correspondence
directed to an individual board member is referred, unopened, to that member.
Correspondence not directed to a particular board member is referred, unopened,
to the President and CEO.
Code
of Ethics
Under the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's related
rules, the Company is required to disclose whether it has adopted a code of
ethics that applies to the Company's principal executive officer, principal
financial officer, principal accounting officer or controller or persons
performing similar functions. The Company has adopted a code of ethics that
applies to its chief executive officer, chief financial officer and other
officers, legal counsel and to any person performing similar functions. The
Company has made the code of ethics available and intends to provide disclosure
of any amendments or waivers of the code within five business days after an
amendment or waiver on the Company's website FullThrottleIKR.com
25
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the number of shares of Full Throttle’s common stock
beneficially owned as of May 31, 2010 by individual Directors and Executive
Officers and by all Directors and Executive Officers of Full Throttle as a
group. Pre-Offer all independent directors hold more than 5% of Full Throttles
common stock. Upon meeting the minimum offering, there are no
registered holders of five percent or more of Full Throttle’s common stock by
any of its independent directors. As of May 12, 2010, there were
1,600,000 shares outstanding.
Name
and Address of Beneficial Owner
|
Title
|
Common
Stock Ownership
|
Pre
Offer Percentage of Shares Outstanding (%)
|
Minimum
Offering Percentage of Shares (%)
|
Maximum
Offering Percentage of Shares (%)
|
Richard Jay
Herrera
90
Sylvestor Place
Highlands
Ranch, CO 80129
|
Director
President CEO
|
700,000
|
43.75%
|
15.22%
|
13.73%
|
Mark Ryan
7254
S. Olive Way
Centennial,
CO 80112
|
Director
Chair
|
150,000
|
9.38%
|
3.26%
|
2.94%
|
Lance
Sedlak
21446
E. Ottawa Cir.
Aurora,
CO 80016
|
Director
|
150,000
|
9.38%
|
3.26%
|
2.94%
|
Tim Cousineau
12300
Quincy Ave.
Morrison,
CO 80465
|
Director
Secretary
|
150,000
|
9.38%
|
3.26%
|
2.94%
|
Will
Sumners
11039
Puma Run
Littleton,
CO 80124
|
Director
|
150,000
|
9.38%
|
3.26%
|
2.94%
|
Lawrence
Kopf CPA
Tax
Only
1780
S. Bellaire Street, Suite 835
Denver,
CO 80222
|
CFO
|
150,000
|
9.38%
|
3.26%
|
2.94%
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
In May
2010, Richard Herrera, the company founder, in consideration of the right,
title and interest in and to the rights to the Full Throttle Indoor Kart Racing
Business was issued 700,000 shares of the common stock.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
Articles of Incorporation and Bylaws include an indemnification provision under
which we have agreed to indemnify our Directors and Officers from and against
certain claims arising from or related to future acts or omissions as a Director
or Officer. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, Officers and controlling
persons pursuant to the foregoing, or otherwise, we have been advised that in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
26
FINANCIAL
STATEMENTS
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
F-2 | |||
Balance
Sheet at May 31, 2010
|
F-3 | |||
Statement
of Operations for the period from July 10, 2009
(inception)
|
||||
through
May 31, 2010
|
F-4 | |||
Statement
of Changes in Shareholders' Equity for the period from
|
||||
July
10, 2009 (inception) through May 31, 2010
|
F-5 | |||
Statement
of Cash Flows for the period from July 10, 2009
(inception)
|
||||
through
May 31, 2010
|
F-6 | |||
Notes
to Financial Statements.
|
F-7 |
F-1
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
Full
Throttle Indoor Kart Racing, Inc.:
We have
audited the accompanying balance sheet of Full Throttle Indoor Kart Racing, Inc.
(a development stage company) as of May 31, 2010, and the related statements of
operations, changes in shareholders’ equity, and cash flows for the period from
July 10, 2009 (inception) through May 31, 2010. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform 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. Our audit included
consideration of 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, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Full Throttle Indoor Kart Racing,
Inc. as of May 31, 2010, and the results of its operations and its cash flows
for the period from July 10, 2009 (inception) through May 31, 2010, in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has a limited operating history and has suffered
operating losses since inception, which raises substantial doubt about its
ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Cordovano and Honeck LLP
Cordovano
and Honeck LLP
Englewood,
Colorado
June 18,
2010
F-2
Full Throttle Indoor Kart Racing, Inc.
(A Development Stage Company)
Balance Sheet
May
31,
|
||||
2010
|
||||
Assets
|
||||
Cash
|
$ | 89,236 | ||
Equipment,
net of accumulated depreciation
|
||||
of
$-0
|
6,142 | |||
$ | 95,378 | |||
Liabilities
and Shareholders’ Equity
|
||||
Liabilities:
|
||||
Accounts
Payable
|
$ | 2,454 | ||
Total
liabilities
|
2,454 | |||
Shareholders’
equity (Notes 2 and 3):
|
||||
Common
stock, $.0001 par value; 25,000,000 shares authorized,
|
||||
1,600,000
shares issued and outstanding
|
160 | |||
Additional
paid-in capital
|
103,850 | |||
Deficit
accumulated during development stage
|
(11,086 | ) | ||
Total
shareholders’ equity
|
92,924 | |||
$ | 95,378 |
See accompanying notes to financial statements
F-3
Full Throttle Indoor Kart Racing, Inc.
(A Development Stage Company)
Statement of Operations
July
10, 2009
|
||||
(Inception)
|
||||
Through
|
||||
May
31, 2010
|
||||
Revenue
|
$ | — | ||
Operating
expenses:
|
||||
Rent
(Note 2)
|
1,000 | |||
Professional
fees, including stock-based
|
||||
compensation
totaling $2,500
|
4,150 | |||
Organization
costs, including stock-based
|
||||
compensation
totaling $510
|
5,445 | |||
Other
general and administrative expenses
|
491 | |||
Operating
loss
|
(11,086 | ) | ||
Income
tax provision (Note 4)
|
— | |||
Net
loss
|
$ | (11,086 | ) | |
Basic
and diluted loss per share
|
$ | (0.01 | ) | |
Weighted
average number of common
|
||||
shares
outstanding
|
1,097,697 |
See
accompanying notes to financial statements
F-4
Full Throttle Indoor Kart Racing, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders'
Equity
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
||||||||||||||||||
Shares
|
Par
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance,
July 10, 2009 (inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
July
2009, common stock issued to president/founder
|
||||||||||||||||||||
for services, $.0007 per share (Note 2)
|
700,000 | 70 | 440 | — | 510 | |||||||||||||||
July
2009, common stock issued to corporate counsel
|
||||||||||||||||||||
for services, $.0067 per share (Note 3)
|
150,000 | 15 | 985 | — | 1,000 | |||||||||||||||
August
2009, common stock issued to officer/director
|
||||||||||||||||||||
for services, $.01 per share (Note 2)
|
150,000 | 15 | 1,485 | — | 1,500 | |||||||||||||||
March
and April 2010, common stock sold to
|
||||||||||||||||||||
directors, $.1667 per share (Note 2)
|
600,000 | 60 | 99,940 | — | 100,000 | |||||||||||||||
Office
use contributed by officers/
|
||||||||||||||||||||
directors
(Note 2)
|
— | — | 1,000 | — | 1,000 | |||||||||||||||
Net
loss for period ending May 31, 2010
|
— | — | — | (11,086 | ) | (11,086 | ) | |||||||||||||
Balance,
May 31, 2010
|
1,600,000 | $ | 160 | $ | 103,850 | $ | (11,086 | ) | $ | 92,924 |
See
accompanying notes to financial statements
F-5
Full Throttle Indoor Kart Racing, Inc.
(A Development Stage Company)
Statement of Cash Flows
July
10, 2009
|
||||
(Inception)
|
||||
Through
|
||||
May
31, 2010
|
||||
Cash
flows from operating activities:
|
||||
Net
loss
|
$ | (11,086 | ) | |
Adjustments
to reconcile net loss to net cash
|
||||
used
in operating activities:
|
||||
Stock-based
compensation
|
3,010 | |||
Contributed
rent (Note 2
|
1,000 | |||
Changes
in operating assets and liabilities:
|
||||
Accounts
Payable
|
2,454 | |||
Net
cash used in
|
||||
operating
activities
|
(4,622 | ) | ||
Cash
flows from investing activities:
|
||||
Equipment
purchases
|
(6,142 | ) | ||
Net
cash used in
|
||||
investing
activities
|
(6,142 | ) | ||
Cash
flows from financing activities:
|
||||
Proceeds
from sale of common stock
|
100,000 | |||
Net
cash provided by
|
||||
financing
activities
|
100,000 | |||
Net
change in cash
|
89,236 | |||
Cash,
beginning of period
|
— | |||
Cash,
end of period
|
$ | 89,236 | ||
Supplemental
disclosure of cash flow information:
|
||||
Cash
paid during the period for:
|
||||
Income
taxes
|
$ | — | ||
Interest
|
$ | — |
See
accompanying notes to financial statements
F-9
F-6
Full
Throttle Indoor Kart Racing, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
(1) Nature
of Organization and Summary of Significant Accounting Policies
Nature
of Organization
Full
Throttle Indoor Kart Racing, Inc. (referenced as “we”, “us”, “our” in the
accompanying notes) was incorporated in the State of Colorado on July 10,
2009. We were organized to engage in the business of providing a
race-themed entertainment venue. We have not earned any revenue since
our inception, and we did not own any inventory at May 31, 2010.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying
financial statements, the Company has a limited operating history and has
suffered losses since inception. These factors, among others, may
indicate that the Company will be unable to continue as a going
concern.
During
the period from inception through May 31, 2010, we have sold common stock to
insiders in order to raise capital to build our facility and commence
revenue-producing operations. However, as of May 31, 2010, we have
not yet built the facility nor have we engaged in revenue-producing
operations. In the longer term, we plan to raise the necessary
capital to build our facility, begin revenue producing operations and eventually
be profitable. There is no assurance that we will be successful in
raising the capital required to develop our operations or that we will attain
profitability.
The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and/or liabilities that might be
necessary should we be unable to continue as a going concern. Our
continuation as a going concern is dependent upon our ability to meet our
obligations on a timely basis, and, ultimately to attain
profitability.
Development
Stage Company
We are in
the development stage in accordance with the Accounting and Reporting by
Development Stage Enterprises Topic of the Financial Accounting Standards
Board’s Accounting Standards Codification (FASB ASC).
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles permits management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
We
consider all highly liquid securities with original maturities of three months
or less when acquired, to be cash equivalents. We had no cash
equivalents at May 31, 2010.
Equipment
and Depreciation
Equipment
is stated at cost. We intend to depreciate our one piece of equipment
(a go-kart) using the straight-line method over its estimated useful life, once
placed into service. Expenditures for additions and improvements are
capitalized, while repairs and maintenance costs are expensed as
incurred. The cost and related accumulated depreciation of equipment
sold or otherwise disposed of are removed from the accounts and any gain or loss
will be recorded in the year of disposal.
F-7
Full
Throttle Indoor Kart Racing, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
Financial
Instruments
Our
financial instruments consist of cash and accounts payable. At May
31, 2010, the fair value of our financial instruments approximates book value
due to the short-term maturity of the instruments.
Earnings
(Loss) per Common Share
We report
loss per share using a dual presentation of basic and diluted loss per
share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price
per share when applying the treasury stock method in determining common stock
equivalents. At May 31, 2010, there were no variances between the
basic and diluted loss per share as there were no potentially dilutive
securities outstanding.
Income
Taxes
We
account for income taxes as required by the Income Tax Topic of the FASB ASC,
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.
We have
analyzed filing positions in all of the federal and state jurisdictions where we
are required to file income tax returns, as well as all open tax years in these
jurisdictions. The Company has identified its federal tax return and its
state tax return in Colorado as “major” tax jurisdictions, as
defined. We are not currently under examination by the Internal
Revenue Service or any other jurisdiction. The Company believes that its
income tax filing positions and deductions will be sustained on audit and does
not anticipate any adjustments that will result in a material adverse effect on
the Company’s financial condition, results of operations, or cash flow.
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to ASC 740.
Fiscal
Year-end
The
Company operates on a May 31 year-end.
(2) Related
Party Transactions
During
the period from August 20, 2009 through May 31, 2010, we received office space
from our CFO at a rate of $100 per month. Rent expense totaled $1,000
for the period ended May 31, 2010. This amount has been recognized as
Additional paid-in capital contributed by the CFO for the period ended May 31,
2010.
Effective
July 10, 2009, we issued 700,000 shares of our common stock to our
founder/president in exchange for the acquisition by the Company of all of the
rights, title and interest in and to the Full Throttle Indoor Kart Racing
Business and Capital Formation Plan that he had prepared. The transaction was
recorded at fair value, as determined by the Board of Directors, totaling
$510.
Effective
August 20, 2009, we issued 150,000 shares of our common stock to our CFO in
exchange for provision of general financial services in the capacity of CFO of
Full Throttle Indoor Kart Racing Inc during the development and initial start-up
of the company. The transaction was recorded at fair value, as determined by the
Board of Directors, totaling $1,500.
F-8
Full
Throttle Indoor Kart Racing, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
During
March and April 2010, we sold 150,000 shares of our common stock to four
directors for $25,000 each ($.1667 per share), resulting in total proceeds of
$100,000.
(3) Shareholders’
Equity
On July
11, 2009, we issued 150,000 shares of our common stock to our attorney in
exchange for services related to the development of the company. The transaction
was recorded at fair value of the services rendered, totaling
$1,000.
(4)
Income Taxes
A
reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:
May
31,
|
||||
2010
|
||||
U.S.
Federal statutory graduated rate
|
15.00 | % | ||
State
income tax rate,
|
||||
net
of federal benefit
|
3.94 | % | ||
Permanent
differences
|
-1.71 | % | ||
Net
operating loss for which no tax
|
||||
benefit
is currently available
|
-17.23 | % | ||
0.00 | % |
At May
31, 2010, deferred tax assets consisted of a net tax asset of $1,910, due to
operating loss carryforwards of $10,086 which was fully allowed for in the
valuation allowance of $1,910. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of
recovery. The change in the valuation allowance for the period ended
May 31, 2010 totaled $1,910. The current tax benefit also totaled
$1,910 for the period ended May 31, 2010. The net operating loss
carryforward expires through the year 2030.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or
reduced; reduction could result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax assets is no
longer impaired and the allowance is no longer required.
Should we
undergo an ownership change as defined in Section 382 of the Internal Revenue
Code, our net tax operating loss carryforwards generated prior to the ownership
change will be subject to an annual limitation, which could reduce or defer the
utilization of these losses.
F-9
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses
of Issuance and Distribution.
The
following table sets forth the estimated costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
offering of the securities being registered. All the amounts shown are
estimates, except for the SEC registration fee.
SEC
Registration Fee
|
$ | 250 | ||
Accounting
Fees and Expenses
|
$ | 7,500 | ||
Legal
Fees and Expenses
|
$ | 10,000 | ||
Transfer
Agent Fees and Expenses
|
$ | 10,000 | ||
Printing
|
$ | 10,000 | ||
Total
|
$ | 37,750 |
Item
14. Indemnification of Directors and
Officers.
Pursuant
to Article 109 the Colorado Business Corporations Act, as amended, we have
included in our articles of incorporation and our bylaws, provisions regarding
the indemnification of its officers and directors.
Our
bylaws provide, among other things, that the indemnification provided by the
bylaws is “intended to be afforded to those persons qualified for such
indemnification to the maximum extent permitted by federal law or the laws of
the State of Colorado.”
We intend
to maintain insurance on behalf of any person who is or was a director or
officer of us against any loss arising from any claim asserted against him or
her and incurred by him or her in any such capacity, subject to certain
exclusions.
Item
15. Recent Sales of Unregistered Securities
On July
10, 2009, Richard Herrera, the company founder, in consideration for the
acquisition by the Company of all of the right, title and interest in and to the
rights to the Full Throttle Indoor Kart Racing Business and Capital Formation
Plan which he had prepared exchanged for common stock shares of the
company. On May 10, 2010 Richard Herrera was issued 700,000 shares of
the Full Throttle Indoor Kart Racing Inc. ™ common stock.
On July
11, 2009 Steve Replin ESQ. agreed to provide services relative to the
development of the company for a set fee in exchange for common stock shares
Full Throttle Indoor Kart Racing Inc. On May 10, 2010 Steve
Replin ESQ was issued 150,000 shares of the Full Throttle Indoor Kart Racing
Inc. ™ common stock.
On August
20, 2009 Mr. Lawrence Kopf agreed provide financial services and to serve as the
CFO of Full Throttle Indoor Kart Racing Inc during the development and initial
start up of the company for a set fee in exchange for common stock shares of
Full Throttle Indoor Kart Racing Inc. On May 10, 2010 Lawrence Kopf was issued
150,000 shares of the Full Throttle Indoor Kart Racing Inc. ™ common
stock.
On March
1st 2010, four of our Directors each purchased common stock shares of Full
Throttle Indoor Kart Racing Inc for $25,000. On May 10, 2010 these
four directors were issued 150,000 shares each at $0.1666 per
share.
The
Company relied upon the exemption from registration set forth in Section 4(2) of
the Securities Act of 1933 for these transactions.
Item
16. Exhibits and
Financial Statement Schedules.
Exhibit
Number
|
Description
of the Document
|
|
|
||
4.1
|
|
Specimen
Common Stock certificate (To be filed by Amendment)
|
|
||
10.1 | Land Title Guaranty Company Escrow Agreement | |
|
||
II-1
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 the
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
|
(iii)
|
To
include any 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;
|
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
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) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(7) That,
for purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-2
(8) That,
for the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus 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.
(9) To
file an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
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 foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a Director, Officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, Officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Exchange Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-1 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Highlands Ranch, Colorado, on June 25, 2010.
Full
Throttle Indoor Kart Racing Inc.
|
|
By:
|
/s/
Richard Herrera
|
Richard
Herrera, President/CEO/Principal Executive Officer
June
25, 2010
|
|
By:
|
/s/
Lawrence Kopf
|
Lawrence
Kopf, CFO/Principal Financial Officer
June
25, 2010
|
II-3
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard Herrera and, and each or any one of them, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and reconstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to sign any and
all additional registration statements relating to the Registration Statement
and filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
NAME
|
TITLE
|
DATE
|
|
/s/
RICHARD HERRERA
|
President
/ CEO and Director
|
June
25, 2010
|
|
Richard
Herrera
|
|||
/s/
MARK RYAN
|
Director
/ Chair
|
June
25, 2010
|
|
Mark
Ryan
|
|||
/s/
LANCE SEDLAK
|
Director
|
June
25, 2010
|
|
Lance
Sedlak
|
|||
/s/
TIM COUSINEAU
|
Director
/ Secretary
|
June
25, 2010
|
|
Tim
Cousineau
|
|||
/s/
WILL SUMNERS
|
Director
/ Treasurer
|
June
25, 2010
|
|
Will
Sumners
|
|||
II-4