-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A15aP7v4Rc3k3gTpsxcvaDdNCaJtnQ9xdpomX6FUMUczuuG22jkzXjs9uoF1QQCY LWbJYsnt5KsKS9Ws03uvjQ== 0001023856-00-000001.txt : 20000106 0001023856-00-000001.hdr.sgml : 20000106 ACCESSION NUMBER: 0001023856-00-000001 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20000105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANCEROPTION COM INC CENTRAL INDEX KEY: 0001094025 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650744370 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-30446 FILM NUMBER: 501729 BUSINESS ADDRESS: STREET 1: 7332 E EUTHERUS DR STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480-991808 MAIL ADDRESS: STREET 1: 7332 E EUTHERUS DR STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 10SB12G 1 FORM 10SB FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CancerOption.com, Inc. (Exact name of registrant as specified in its charter) FLORIDA 65-0744370 - ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7332 E. Butherus Drive, Suite 101, Scottsdale, Arizona 85260 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (480) 991-8080 Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: 100,000,000 Shares of Common Stock
TABLE OF CONTENTS Page COVER PAGE 1 TABLE OF CONTENTS 2 PART I 3 DESCRIPTION OF BUSINESS 3 DESCRIPTION OF PROPERTY 5 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 5 REMUNERATION OF DIRECTORS AND OFFICERS 6 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 6 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 7 SECURITIES BEING OFFERED 7 PART II 8 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS 8 LEGAL PROCEEDINGS 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 9 RECENT SALES OF UNREGISTERED SECURITIES 9 INDEMNIFICATION OF DIRECTORS AND OFFICERS 9 PART F/S 9 FINANCIAL STATEMENTS 9 PART III 10 INDEX TO EXHIBITS 10 SIGNATURES 10
2 PART I The issuer has elected to follow Form 10-SB, Disclosure Alternative 2. ITEM 6. DESCRIPTION OF BUSINESS CancerOption.com, Inc., (The Company) is a developmental stage company. The Company was incorporated in Florida, on April 17, 1997 under the name of Pantheon Technologies, Inc. with an authorized capital of 100,000,000 shares of common stock with a par value of $.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company's name was changed to CancerOption.com, Inc., at a Special Shareholders meeting on April 23, 1999. CancerOption.com, Inc., has an online web site (www.CancerOption.com), that provides educational information on different forms of cancer being researched, targeting specific cancers with guidelines and products for alternative and adjunctive therapies. These therapies include a recommended diet, nutritional supplements, lifestyle maintenance and post remission regimens. CancerOption.com, Inc., also features the latest research and statistics on cancer treatments and immunological disorders including traditional and alternative therapies. The Company provides links with cancer clinics and physicians. The Company provides links to web sites and medical universities for educational purposes. The Company also provides books on cancer, health, immunological disorders and general health, an online newsletter and various products related to cancer treatments. The Company has developed a plan to provide its information, nutritional supplements and other products for sale through the Internet. The products will be distributed from the Company's principal place of business in Scottsdale, Arizona to the customer. The Company expects to be selling to doctors, hospitals, special clinics and health care facilities. A partial list of the Company's products follows:
Product Description - ------- ----------- 1. AngioSharkOption a pure liquid shark cartilage extract that retards the body producing vascular and capillary network, by reducing the blood flow it reduces cancer growth; 2. Beta Glucan CAOP a macrophage phagocyte, which activates the white blood cells to fight foreign viral, bacterial, fungal and parasitic invaders; 3. FlorPlusOption restores nine natural bacteria in the intestine and colon, which fight parasitic fungus; 4. ImmuneEssential CAOP an ozonated geranium flower oil, which enhances the production of white blood cells; 5. ImmuneOption fifty (50) herbs that decrease oxidative damage, promote liver detoxification, the supplement contains antioxidants that retard oxidation and support the digestive system; 6. ImuPlus a pre-digested protein that decreases enzymes; 7. ModifiedCitrusOption pectin from apples and other fruits making it rich with carbohydrates; 8. OliveLeafOption a concentrated extract from the olive plant, which inhibits viral replication;
3
9. ProsCareOption mixture of natural substances, including saw palmetto, which suppress the conversion of testosterone to dihydrotestosterone, which can cause the enlargement of the prostate glands; 10. SoyOption genistein and isoflavones derived from soybeans, which reduce menopause and PMS symptoms; 11. ThymusOption derived from lamb, it increases the production of thymus cells (T-cells); 12. Vita-C Option corn-free, buffered vitamin C, calcium, magnesium and potassium, enhancing the functioning of white blood cells and natural killer of cell activity, it also aids in detoxification of the body and liver; 13. EnzymeOption porcine pancreatic concentrate that increases enzymes in the system to support digestive function.
The products are available for sale currently but will begin being marketed in the late fourth quarter of 1999, through the Internet. The Company applied in July, 1999, with the patent and trademark office to register and trademark its name and logo as well as the names of the nutritional supplements as listed above. The supplements are manufactured and formulated by Immune Nutraceuticals, Inc. in Reno, Nevada. There is no contract between Immune Neutraceuticals, Inc. and the Company. The Company does not require any governmental approval for the educational and research information to be carried on the Company web site. The Company is not subject to any type of compliance as set out by the FDA under the Dietary Supplement Health and Education Act (DSHEA) to sell its nutritional supplement. The Company is required to show the content and dosage required for a daily serving on each supplement sold, which it does. The Company's business model does not face any type of environmental issue federal, state or local. The Company will be competing with other consumer health related portals that offer both general and specialized health information. The competition for traffic on web sites is highly competitive and the Company will be competing with highly visible and recognized web sites that contain general health information. A partial list follows of general health sites: 1. www.WebMd.com; 2. www.Healtheon.com; 3. www.Adam.com; 4. www.Onhealth.com; and 5. www.Drkoop.com. The following sites have cancer specific information: 1. www.Cancerfacts.com; 2. www.Oncolink.com; 3. www.Cancer.org; 4. www.asco.org; 5. www.Nih.gov; 6. www.Cancerguide.org; 7. www.cancereducation.com; and 8. www.911Cancer.com. These sites have been in existence for some time and have been branding their names on the World Wide Web. 4 CancerOption.com, Inc., has generated minimal revenues from operations to date. The Company does anticipate additional revenues during the fourth quarter of 1999. The Company's present efforts are to: (1) develop the educational research and nutritional supplements, (2) develop its market, and (3) obtain sufficient capital to commence full operations. In the last two fiscal years, the Company's cost of research and development of an Internet related business has been approximately $400,000.00. All of these expenses have been borne by the Company through its shareholders, who provided the funding for equity. The Company has sufficient capital to enable it to operate at its normal capacity for the next eighteen (18) months. The Company currently has two full time employees for web page development and technical support. The Company also has three officers. The Company plans to subcontract to outside sources for marketing and investor relations and will hire staff for technical support, sales, warehousing, accounting and related functions as funding permits. The Company will continue to provide research on cancer, additional proprietary protocols for various other forms of cancers and create new formulations of nutritional supplements. The Company will require additional space for warehousing and offices as the sale of products increase. The Company's portal computer servers, including hardware and software, utilize the date format specified in the underlying operating system of Windows NT and, as a result, are fully Year 2000 compliant. The Company does not anticipate any Year 2000 issues to arise, nor will there be any expenses required in order to resolve Year 2000 issues. The Company has not contacted any vendors or third parties to determine year 2000 compliance. ITEM 7. DESCRIPTION OF PROPERTY: The Company's principal place of business is located at 7332 E. Butherus Drive, Suite 101, Scottsdale, Arizona 85260. The Company has no other real property interests. The Company's principal office is approximately 1500 sq. ft. and the lease rate is $2,690 per month, with an escalation clause each year. The Company is subleasing it's office from Thor Equity Group for three years and which expires on April 1, 2001. The Company has an option to renew this lease for a term of three additional years. The office is eight years old and in excellent condition. The contemplated additional office space is approximately 1,000 sq. ft., and the monthly rent has not been determined at this time. There are no plans in place for renovation or improvement of the offices. The Company carries adequate insurance coverage for the office's contents and equipment. The Company's principal office is used for corporate development and other matters relating to the development of the Company web site and services. The contemplated additional office space would be primarily used for storage and shipping it's nutritional supplements. The Company does not own any properties currently and there are no mortgages or loans outstanding. The Company does not have any policies in place regarding investments made by the Company but may elect to adopt such policies in the future. ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES: The following information sets forth the names of the officers and directors of the Company, their present positions with the Company and biographical information. ARNOLD TAKEMOTO (Age 55) President, Chief Executive Officer and Director. Mr. Takemoto has been President, Chief Executive Officer and Director from March 22, 1999 to the present and his term as director will expire June 3, 2000. He will remain as Chief Executive Officer at the discretion of the Board of Directors. Mr. Takemoto has been involved in his own private consulting business specializing in immunological disorders from 1992 to the present. He developed the detailed protocols that are within the CancerOption.com's portal. MICHAEL QUEL, CPA. (Age 42). Chief Financial Officer and Director. Mr. Quel has been a director and officer 5 since April 27, 1999 and his term as director will expire June 3, 2000. Mr. Quel has been a certified Public Accountant since 1983 working for Go Daddy Software from 2/99 to the present; he also acted as an accountant for Community Association Management from 4/96 to 2/99 and his own private business from 9/91 to 5/96. DOUGLAS BRODIE, MD. (Age 74). Director. Dr. Brodie has been a Director since April 6, 1999. Dr. Brodie has had his own practice in Reno, Nevada since 1982, providing cancer patients with alternative methods of supporting the immune system along with traditional protocols. Dr. Brodie authored the book, "Cancer and Common Sense - Combining Science and Nature to Control Cancer," which is a guide to alternative treatment of cancer and degenerative diseases. Dr. Brodie also co-authored a portion of the book "An Alternative Medicine Definitive Guide to Cancer" by Burton Goldberg. There are no relations between the Directors and Officers of the Company. ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS: The following table sets forth certain information as to the Company's officers and directors for the fiscal year ending December 31, 1998 and for the fiscal year which will end on December 31, 1999. No other compensation was paid or will be paid to any such officers other than the cash compensation set forth below. SUMMARY COMPENSATION TABLE
Long Term Annual Compensation Compensation Other Restricted Options/ LTIP Other Name & Title Year Salary Bonus Annual Comp Stock Award(s) SARs (#) Pay-Outs Comp - ------------ ---- ------ ----- ----------- -------------- -------- -------- ---- Arnold Takemoto 1998 0 0 0 0 0 0 0 President, CEO, 1999 0 0 $ 25,769.10* 5,000,000 350,000 0 0 & Director *Lease payments for vehicle paid in full from April, 1999 to April, 2001. Michael Quel, 1998 0 0 0 0 0 0 0 CFO & Director 1999 0 0 0 0 100,000 Dr. Douglas 1998 0 0 0 0 0 0 0 Brodie, Director 1999 0 0 0 0 100,000 0 0
In fiscal 1998, the aggregate amount of compensation paid to all executive officers and directors as a group for services in all capacities was nil. In fiscal 1999, the aggregate amount of compensation paid to all executive officers and directors as a group for services in all capacities will be approximately $25,769.10. No additional monies are expected to be paid to Directors and Officers in 1999. ITEM 10. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS The following table sets forth, as of August 23, 1999, the beneficial ownership of the Company's Common Stock by each person known by the Company to beneficially own more than 5% of the Company's Common Stock outstanding as of such date and by the officers and directors of the Company as a group. Except as otherwise indicated, all shares are owned directly. - -------------------------------------------------------------------------------- (1) (2) (3) (4) 6
Title of Class Name and Address of Amount and Nature Percent Of Beneficial Owner of Ownership of Class - ------------------------------------------------------------------------------------------------------------------------------------ Common Arnold Takemoto 5,000,000 51.1% 8300 N. Hayden Rd, Suite A203 350,000 Options Scottsdale, Arizona 85260 Common Michael Quel 0 0% 7332 E. Butherus Dr., Suite 101 100,000 Options Scottsdale, Arizona 85260 Common Dr. Douglas Brodie 0 0% 7332 E. Butherus Dr., Suite 101 100,000 Options Scottsdale, Arizona 85260 ___________________________________________________________________________________________ TOTAL Directors and Officers as a 5,000,000 Shares Group (3 persons) 550,000 Options ___________________________________________________________________________________________
The following table sets forth details of the stock options listed above: - ------------------------------------------------------------------------------------------------------------------------------------ (1) (2) (3) (4) (5) Name Options Strike Price Vesting Period % of Shares Vesting As of June 4, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Arnold Takemoto 350,000 $5.00 10 years 20% per year Michael Quel 100,000 $5.00 10 years 20% per year Dr. Douglas Brodie 100,000 $5.00 10 years 20% per year
ITEM 11. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS No officer or director of the Company has had an interest in any corporate transaction. ITEM 12. SECURITIES BEING OFFERED Common Stock The Company has 100,000,000 common shares authorized with $0.001 par value. Holders of the Common Stock are entitled to one vote for each share held by them of record on the books of the Company in all matters to be voted on by the stockholders. Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available, and in the event of liquidation, dissolution or winding up of the Company, to share ratably in all assets remaining after payment of liabilities. Declaration of dividends on Common Stock is subject to the discretion of the Board of Directors and will depend upon a number of factors, including the future earnings, capital requirements and financial condition of the Company. The Company has not declared dividends on its Common Stock in the past and the management currently anticipates that retained earnings, if any, in the future will be applied to the expansion and development of the Company rather than the payment of dividends. 7 The holders of Common Stock have no preemptive or conversion rights and are not subject to further calls or assessments by the Company. There are no redemption or sinking fund provisions applicable to the Common Stock. The Common Stock currently outstanding is, and the Common Stock offered by the Company hereby will, when issued, be validly issued, fully paid and non-assessable. Stock Options The Company has 1,000,000 shares reserved under its 1999 Stock Option Plan for issuance at $5.00 per share until December 31, 2003. The optionees and number of options issued thus far are as follows:
Arnold Takemoto 350,000 Michael Quel 100,000 Dr. Douglas Brodie 100,000 Wendy Appleyard 50,000 Corrine Wade 50,000 Kris Strachan 10,000
PART II ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS The shares of the Company's stock are traded on the OTC Bulletin Board under the symbol CAOP and the following have been the High and Low prices for the times indicated:
High Low August - September 30, 1999 $4.24 $3.24 April - June 28, 1999 $3.75 $1.75 January - March 1999 $2.37 $0.37 October - December 1998 $0.50 $0.28
There are 2,000,000 share purchase warrants exercisable at $0.05 per share until September 18th, 2001, and 166,600 share purchase warrants exercisable at $0.65 per share until March 1, 2003. Other than stock options currently outstanding, there are no other convertible securities. As of April 27, 1999, there were twenty-three (23) registered shareholders of the Company. Cede and Company is one of the registered shareholders and are holding shares on behalf of other shareholders in nominee form. There are no dividend restrictions on the Company. Market makers who have posted bids or offers during the period April 1996 to April 1999 are as follows: William V. Frankel & Co. Incorporated, Hill Thompson Magid & Co. Inc., Paragon Capital Corporation and Sharpe Capital, Inc. As of July 31, 1999, the Company had 9,789,200 shares of common stock issued and outstanding, of which there are 5,000,000 shares owned by the Directors and Officers of the Company. The Company also has 1,000,000 Options granted under its 1999 Stock Option Plan, no options have been exercised. There have been no cash dividends declared in the past two fiscal years. ITEM 2. LEGAL PROCEEDINGS There are no legal proceedings pending or threatened against the Corporation. 8 ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS At the Company's 1999 Annual General Meeting, held June 4, 1999, the Board of Directors approved and the Shareholders voted to change the auditors from Clancy & Co., to Berenfeld, Spritzer, Shechter & Sheer, an auditor who is familiar with Internet related startup businesses. The new auditors were appointed on July 13, 1999 for the 1999 fiscal year ending December 31, 1999. There have been no disagreements with accountants and the change was only made for convenience sake. ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES On June 1, 1997, the Company in connection with a Rule 504 Regulation D Offering issued 200,000 shares of common stock for cash at $0.25 per share or $50,000 less expenses of the offering of $5,500, for net proceeds of $44,500. These shares were issued to one hundred and four (104) non-accredited investors. The proceeds of this offering were used for initial development of Internet related products and services. During September 1998, the Company in connection with a Rule 504 Regulation D Offering issued 2,000,000 shares at $0.05 per share or $100,000 less expenses of the offering of $3,500, for net proceeds of $96,500, this offering included a warrant exercisable into common stock at $0.05 per share expiring September 18, 2001. These shares were sold to sixteen (16) non-accredited investors. The proceeds from this offering were used for exploration and development of Internet products and services. As of this date no warrants have been exercised and 2,000,000 warrants are outstanding from this offering. On October 13, 1998, the Company in connection with an Investor Relations Agreement with Thor Equity for the issuance of 100,000 restricted shares. These shares are scheduled to be issued on October 13, 1999. On March 1, 1999, the Company in connection with a Rule 504 Regulation D offering, issued 166,600 shares of common stock at $0.60 per share for cash of $100,000 less expenses of the offering of $3,500, for net proceeds of $96,500. This offering included a warrant exercisable into common stock at $0.65 per share up to March 1, 2003. These shares were sold to one (1) non-accredited investor. The proceeds from this offering were used for the development of the Company's Internet site and working capital. As of this date no warrants have been exercised and 166,600 warrants are outstanding from this offering. In March 1999, the Company issued 3,000,000 shares of restricted common stock at $0.001 per share for services to Mr. Arnold Takemoto, President, CEO and Director of the Company. Also in March 1999, the Company issued 2,000,000 shares of restricted common stock at $0.001 per share for services to Mr. Roger Wist, a former Director of the Company. On August 2, 1999, Mr. Roger Wist resigned as Director and Officer from the Company Board for personal reasons. The 2,000,000 restricted shares held by Mr. Wist were transferred to Mr. Arnold Takemoto, the President, CEO and Director of the Company. On August 18, 1999, the Company in connection with a Rule 504 Regulation D Offering, authorized the sale of 128,000 restricted shares at $2.50 per share for a total of $320,000.00 Each share carried a Warrant at a conversion price of $2.35 per share expiring August 18, 2002. All the shares were sold to two accredited investors. ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Directors and Officers, their heirs, executors, and administrators, of the Company are indemnified as provided under the Florida Statutes and pursuant to the Bylaws of the Company. This indemnification, as described in Article VII, Section 1 of the Bylaws, includes "as authorized by current and future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys' fees." 9 FINANCIAL STATEMENTS The Company's audited Financial Statements are attached hereto. PANTHEON TECHNOLOGIES, INC. Scottsdale, Arizona AUDIT REPORT DECEMBER 31,1998 AND 1997 CONTENTS Independent Auditors' Report F-3 Balance Sheet at December 31, 1998 and 1997 F-4 Statement of Operations For The Year Ended December 31, 1998, For The Period From Inception (April 17, 1997) To December 31, 1997, and For The Period From Inception (April 17, 1997) To December 31, 1998 F-5 Statement of Stockholders' Equity From Inception (April 17, 1997) To December 31, 1998 F-6 Statement of Cash Flows For The Year Ended December 31, 1998, For The Period From Inception (April 17, 1997) To December 31, 1997, and For The Period From Inception (April 17, 1997) To December 31, 1998 F-7,8 Notes to the Financial Statements F-9,10,11,12 All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 FINANCIAL STATEMENTS The Company's audited Financial Statements are attached hereto. CANCEROPTION.COM, INC. Scottsdale, Arizona AUDIT REPORT SEPTEMBER 30,1999 AND 1998 CONTENTS Balance Sheet at September 30, 1999 and December 31, 1998 F-13 Statement of Operations For The Nine Month Period Ended September 30, 1999, and 1998 F-14 Statement of Stockholders' Equity From Inception (April 17, 1997) To September 30, 1999 F-15 Statement of Cash Flows For The Nine Month Period Ended September 30, 1999 and 1998, and From Inception (April 17, 1997) To September 30, 1999 F-16,17 Notes to the Financial Statements September 30, 1999 and 1998 F-18 All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-2 CLANCY AND CO., P.L.L.C. CERTIFIED PUBLIC ACCOUNTANTS 26TH PLACE PHONE: (602) 266-2646 2601 E. THOMAS RD. FAX: (602) 224-9496 SUITE 110 EMAIL: CLANCYPLLC@AOL.COM PHOENIX, AZ 85016 INDEPENDENT AUDITORS'REPORT Board of Directors Pantheon Technologies, Inc. Scottsdale, Arizona 85260 We have audited the accompanying balance sheet of Pantheon Technologies, Inc. (A Development Stage Company), (the Company), as of December 31, 1998 and 1997 and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 1998, for the period from Inception (April 17, 1997) to December 31, 1997, and for the period from Inception (April 17,.1997) to December 31, 1998. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit of the financial statements provides a reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note I to the financial statements, the Company is a development stage Company since its inception April 17, 1997. Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Clancy and Co., P.L.L.C. Phoenix, Arizona April 30, 1999 F-3 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEET DECEMBER 31, 1998 AND 1997
1998 1997 ASSETS Current Assets Cash $ 244 $ 2,732 Accounts Receivable 0 12,000 Stock Subscription Receivable (Note 3) 50,500 0 Total Current Assets 50,744 14,732 Total Assets $ 50,744 $ 14,732 LIABILITIES AND STOCKHOLDERS'EQUITY Current Liabilities Accrued Expenses $ 75O $ None Stockholders' Equity Common Stock: $0.001 Par Value, 100,000,000 Shares Authorized; Issued and Outstanding, 5,200,000 and 3,200,000 Shares at December 31, 1998 and 1997 5,200 3,200 Additional Paid In Capital 147,800 49,800 Loss Accumulated During The Development Stage (103,006) (38,268) Total Stockholders' Equity 49,994 14,732 Total Liabilities and Stockholders' Equity $ 50,744 $ 14,732
The accompanying notes are an integral part of these financial statements. F-4 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,1998, FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1997, AND FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1998
For The Period For The Period From Inception From Inception For The Year (April 17, (April 17, Ended 1997) To 1997) To December 31, December 31, December 31, 1998 1997 1998 Revenues $ 3,500 $ 12,000 $ 15,500 Expenses General and Administrative 68,273 51,081 119,354 Operating Loss (64,773) (39,081) (103,854) Other Income Interest Income 35 813 848 -- --- --- Net Loss $ (64,738) (38,268) (103,006) Net Loss Per Weighted Share of Common Stock $ (0.02) $ (0.02) $ (0.03) Weighted Shares of Common Stock and Common Stock Equivalents Outstanding 3,866,666 2,350,000 3,866,666 --------- --------- ---------
The accompanying notes are an integral part of these financial statements. F-5 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS'EQUITY FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31, 1998
Loss Accumulated Additional During the Common Stock Paid In Development Shares Amount Capital Stage Total Issuance of Common Stock For Services Rendered at $.001 per Share as of April 17, 1997 3,000,000 $ 3,000 $ $ $ 3,000 Issuance of Common Stock For Cash at $.25 Per Share 200,000 200 49,800 50,000 Loss From Inception (April 17, 1997) To December 31, 1997 (38,268) (38,268) Balance, December 31, 1997 3,200,000 3,200 49,800 (38,268) 14,732 Issuance of Common Stock For Cash at $.05 Per Share 2,000,000 2,000 98,000 100,000 Loss, Year Ended December 31, 1998 (64,738) (64,738) Balance, December 31, 1998 5,200,000 5,200 147,800 (103,006) 49,994 --------- ----- ------- --------- ------
The accompanying notes are an integral part of these financial statements. F-6 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,1998, FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1997, AND FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1998
For The Period For The Period From Inception From Inception -------------- -------------- For The Year (April 17, (April 17, Ended 1997) To 1997) To December 31, December 31, December 31, 1998 1997 1998 ---- ---- ---- Cash Flows From Operating Activities Net Loss $ (64,738) $ (38,268) $ (103,006) Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities Common Stock Issued for Services 0 3,000 3,000 Write-off of Bad Debt Expense 12,000 0 12,000 Changes in Assets and Liabilities (Increase) Decrease in Accounts Receivable 0 (12,000) (12,000) (Increase) Decrease in Stock Subscription Receivable (50,500) 0 (50,500) Increase (Decrease) in Accrued Expenses 750 0 750 --- - --- Total Adjustments (37,750) (9,000) (46,750) Net Cash Used In Operating Activities (102,488) (47,268) (149,756) Cash Flows From Investing Activities 0 0 0 Net Cash Flows From Investing Activities 0 0 0 Cash Flows From Financing Activities Proceeds From Sale of Common Stock 100,000 50,000 150,000 Net Cash Provided By Financing Activities 100,000 50,000 150,000 Increase (Decrease) In Cash and Cash Equivalents (2,488) 2,732 244 Cash and Cash Equivalents, Beginning of Year 2,732 0 0 Cash and Cash Equivalents, End of Year $ 244 $ 2,732 $ 244
The accompanying notes are an integral part of these financial statements. F-7 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,1998, FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1997, AND FOR THE PERIOD FROM INCEPTION (APRIL 17,1997) TO DECEMBER 31,1998
For The Period For The Period From Inception From Inception -------------- -------------- For The Year (April 17, (April 17, Ended 1997) To 1997) To December 31, December 31, December 31, 1998 1997 1998 ---- ---- ---- Supplemental Information: Cash Paid For: Interest $ 0 $ 0 $ 0 Income taxes $ 0 $ 0 $ 0 Noncash Financing Activities: Common Stock Issued For Services $ 0 $ 3,000 $ 3,000
The accompanying notes are an integral part of these financial statements. F-8 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31,1998 AND 1997 NOTE 1 - ORGANIZATION - --------------------- Pantheon Technologies, Inc. (the Company) was incorporated under the laws of the State of Florida on April 17, 1997, with an authorized capital of 100,000,000 shares of common stock with a par value of one mil ($0.001) per share. The Company is engaged in the development of Internet related products and services. On April 17, 1997, the Company issued 3,000,000 shares of common stock for services rendered at $0.001, or $3,000. On July 31, 1997, the Company completed an Offering Memorandum for 200,000 shares of common stock for cash at $0.25 per share, or $50,000. On September 21, 1998, the Company completed an Offering Memorandum for 2,000,000 shares of common stock for cash at $.05 per share, or $100,000. Each share has a warrant attached entitling the holder to acquire additional common stop at $0.05 per share until September 18, 2001. The financial statements have been prepared on the basis of accounting principles applicable to a going concern. Accordingly, they do not purport to give effect to adjustments, if any, that may be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern, is dependent upon the Company's ability to establish itself as a profitable business. The Company's ability to achieve these objectives cannot be determined at this time. It is the Company's belief that it will continue to incur losses for at least the next 12 months, and as a result will require additional funds to be obtained from private or public equity investments to meet such needs. NOTE 2- SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------- A. Accounting Method - -------------------- The Company's financial statements are prepared using the accrual method of accounting. B. Revenue Recognition - ---------------------- Revenues are primarily recognized as products are shipped and services rendered. Accounts receivable are shown net of allowance for doubtful accounts, which are estimated as a percent of accounts receivable and sales, respectively, based on prior years experience. F-9 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31,1998 AND 1997 NOTE 2- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - --------------------------------------------------- C.Cash and Cash Equivalents - --------------------------- The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash and cash equivalents. D. Use of Estimates - ------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. E. Income Taxes - --------------- The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under SFAS No. 109, 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. See Note 4. F. Earnings or Loss Per Share - ----------------------------- Basic earnings or loss per share has been computed based on the weighted average number of common shares and common share equivalents outstanding. All earnings or loss per share amounts in the financial statements are basic earnings or loss per share, as defined by SFAS No. 128, "Earnings Per Share." Diluted earnings or loss per share does not differ materially from basic earnings or loss per share for all periods presented. The number of shares used in computing earnings (loss) per common share at December 3 1, 1998 and 1997 was 3,3 00,000 and 3, 100,000, respectively. G. Business Segment Information - ------------------------------- The Company implemented SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," on January 1, 1998. The Company operates in one industry segment, that being the development of Internet related products and services. There were no material amounts of sales or transfers among geographic areas or major customers within the United States. F-10 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 NOTE 2- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - --------------------------------------------------- H. Pending Accounting Pronouncements - ------------------------------------ It is anticipated that current pending accounting pronouncements will not have an adverse impact on the financial statements of the Company. NOTE 3 -STOCK SUBSCRIPTION RECEIVABLE - -------------------------------------- Stock Subscription Receivable at December 31, 1998, of $50,500 represents the balance of funds due for a 504 Offering Memorandum completed on September 21, 1998. The entire balance was collected during 1999, prior to the date of issuance of the financial statements. NOTE 4 - INCOME TAXES - --------------------- There is no current or deferred tax expense for the years ended December 31, 1998 and 1997, due to the Company's loss position. The benefits of timing differences have not been previously recorded. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities on the accompanying balance sheet is a result of the following:
Deferred Taxes 1998 1997 - -------------- ---- ---- NOL Carryforwards $ (35,022) $ (5,740) Total (35,022) (5,740) Valuation Allowance 35,022 5,740 Net Deferred Tax Assets $ 0 $ 0
A reconciliation between the statutory federal income tax rate (34%) and the effective rate of income tax expense for each of the years during the period ended December 31 follows:
1998 1997 ---- ---- Statutory Federal Income Tax Rate (34.0%) (15.0%) Increase in Valuation Allowance 34.0 15.0 Effective Income Tax Rate 0.0% 0.0%
F-11 PANTHEON TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 NOTE 4 - INCOME TAXES (CONTINUED) - --------------------------------- The Company has available net operating loss carryforwards of approximately $103,000 for tax purposes to offset future taxable income, and expire principally in the year 2012, NOTE 5 - STOCK OPTIONS - ---------------------- The Company has authorized the 1998 Employee Stock Option Plan that provides for the granting of stock options to officers and key employees. The objecti " ves of this plan include attracting and retaining the best personnel, providing for additional performance incentives, and promoting the success of the Company by providing employees the opportunity to acquire common stock. The plan authorizes the Company to grant up to 1,000,000 shares. No shares have been granted as of April 30, 1999. NOTE 6 - SUBSEQUENT EVENTS - -------------------------- On April 15, 1999, the Company changed its name to CancerOption.com, Inc. F-12
CANCEROPTION.COM, INC. CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 1998 1999 (Unaudited) (audited) ---------------- --------- ASSETS Current Assets Cash and Cash Equivalents $ 81,547 $ 244 Other Receivable 0 0 Stock Subscription Receivable 140,000 50,500 Inventory 18,607 0 Property and Equipment, Net 22,253 0 Other Assets Prepaid Expenses 26,774 0 Trademarks 7,685 0 Total Assets $ 296,866 $ 50,744 ================= ==================== LIABILITIES AND STOCKHOLDERS' EQUIITY Current Liabilities Accounts Payable $ 5,122 $ 750 Payroll Taxes Withheld 1,080 0 Total Current Liabilities $ 6,202 $ 750 Stockholders' Equity Common Stock: Authorized $0.001 Par Value, 100,000,000 shares; Issued and Outstanding, 7,494,600 and 5,200,000 317,495 5,200 at September 30, 1999 and December 1998 respectively Additional Paid In Capital 567,775 147,800 Loss Accumulated During the Development Stage (284,606) (103,006) Total Stockholder's Equity 290,664 49,994 Total Liabilities and Stockholder's Equity $ 296,866 $ 50,744 ================= ====================
F-13
CANCEROPTION.COM, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) The Three The Three The Nine The Nine Months Months Months Months Period Ended Period Ended Period Ended Period Ended Sept. 30, 1999 Sept. 30, 1998 Sept. 30 1999 Sept. 30, 1998 Revenues $ 1,427 $ 0 $ 1,427 $ 0 Operating Expenses General and Administrative $ 102,147 $ 750 $ 183,770 $ 52,116 Operating Loss $ (100,720) $ (750) $ (182,343) $ (52,116) Other Income Interest Income 102 0 743 $ 0 Net Loss Available to $ (100,618) $ (750) $ (181,600) $ (52,116) Common Stockholders ============== ============== ============= ============== Loss Per Weighted Average Share of Common Stock (0.01) (0.0003) (0.03) (0.02) ============== ============== ============= ============== Weighted Average Number of Common Shares Outstanding 7,430,600 2,600,000 6,347,300 2,600,000 ============== ============== ============= ==============
F-14
CANCEROPTION.COM, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM INCEPTION (APRIL 17, 1997) THROUGH SEPTEMBER 30, 1999 Loss Accumulated Additional During the Preferred Stock Common Stock Paid In Development Shares Amounts Shares Amounts Capital Stage Total Common Stock Issued For Services Rendered at $0.001 Per Share, April 17, 1997 0 $ 0 3,000,000 $ 3,000 $ 0 $ 0 $ 3,000 Issuance of Common Stock for Cash at $.25 Per Share 200,000 20 $ 49,800 50,000 Net Loss From Inception (April 17, 1997) Through December 31, 1997 (38,268) (38,268) Balance, December 31, 1997 0 0 3,200,000 3,200 49,800 (38,268) 14,732 Issuance of Common Stock for 2,000,000 2,000 98,000 100,000 Cash at $.05 per Share Net Loss, Year Ended December 31, 1998 (64,738) (64,738) Balance, December 31, 1998 0 0 5,200,000 5,200 147,800 (103,006) 49,994 Issuance of Common Stock for Cash at $.60 per share 166,600 167 99,833 100,000 Issuance of Common Stock for 2,000,000 2,000 2,000 Services at $0.001 per share Issuance of Common Stock for Cash at $2.50 per Share 128,000 12 320,142 320,270 Net Loss, Nine Months Ended September 30, 1999 (181,600) (181,600) Balance, September 30, 1999 0 0 7,494,600 $ 7,495 $ 567,775 (284,606) 290,664 ========= ======= ========= ======= ========== ============ ===========
F-15
CANCEROPTION.COM, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 AND FROM INCEPTION (APRIL 17, 1997) TO SEPTEMBER 30, 1999 (Unaudited) (Unaudited) (Unaudited) Nine Months Nine Months From Inception Ended Ended To Sept 30 Sept 30, 1999 Sept 30, 1998 1999 Cash Flows From Operating Activities: Net Loss $ (181,600) $ (52,116) $ (284,606) Adjustments to Reconcile Net Loss to Net Cash Changes in Assets and Liabilities Depreciation & Amortization 1,660 0 1,660 (Increase) Decrease in Receivables (89,500) (50,500) (140,000) (Increase) Decrease in Inventory (18,607) 0 (18,607) (Increase) Decrease in Prepaid Expense (26,773) 0 (26,773) Increase (Decrease) in Accounts Payable 4,372 0 5,122 Increase (Decrease) in Payroll Taxes W/H 1,080 0 1,080 Common Stock Issued for Services 2,000 0 5,000 Total Adjustments (125,768) (50,500) (172,518) Net Cash Used In Operating Activities (307,368) (102,616) (457,124) Cash Flows From Investing Activities Purchase of Property and Equipment (23,871) 0 (23,871) Trademark Registration (7,728) 0 (7,728) Net Cash Flows Used In Investing Activities (31,599) 0 (31,599) Cash Flows From Financing Activities Proceeds From the Issuance of Common Stock 420,270 100,000 570,270 Proceeds From Stock Options Exercised 0 0 0 Net Cash Provided By Financing Activities 420,270 0 570,270 Increase (Decrease) in Cash and Cash Equivalents 81,303 (2,616) 81,547 Cash and Cash Equivalents at Beginning of Period 244 2,732 0 Cash and Cash Equivalents at End of Period $ 81,547 $ 116 $ 81,547 ============= ============== ==============
F-16
CANCEROPTION.COM, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 AND FROM INCEPTION (APRIL 17, 1997) TO SEPTEMBER 30, 1999 Nine Months Nine Months From Ended Ended Inception to Sept. 30, 1999 Sept. 30, 1998 Sept 30 1999 Supplemental Disclosure of Cash Flow Information: Cash paid for: Interest $ 0 $ 0 $ 0 =============== =============== ============= Income Taxes $ 0 $ 0 $ 0 =============== =============== ============= Noncash Investing and Financing Activities: Issuance of Common Stock for Services $ 2,000 $ 0 $ 5,000 =============== =============== ==================
F-17 CANCEROPTION.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 AND 1998 The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10SB and in the opinion of management of CancerOption.Com, Inc. (formerly Pantheon Technologies, Inc.) (the Company), include all normal adjustments considered necessary to present fairly the financial position as of September 30, 1999, and the results of operations for the nine months ended September 30, 1999 and 1998. These results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Company's audited consolidated financial statements and notes for the year ended December 31, 1998. F-18
PART III INDEX TO EXHIBITS Exhibit 3 (i) Articles of Incorporation and Amendments (ii) Bylaws Exhibit 23 Consent of Independent Auditor Exhibit 27 Financial Data Schedule Exhibit 99 .1 Private Placement Memorandum dated June 1, 1997 .2 Private Placement Memorandum dated September 18, 1998 .3 Private Placement Memorandum dated March 1, 1999 .4 Private Placement Memorandum dated August 18, 1999 .5 Investor Relations Agreement with Thor Equity Group, dated October 13, 1998 .6 Investor Relations Agreement with Thor Equity Group, dated August 31, 1999 .7 Block Time Agreement with ProNet, Inc. .8 Contract with AdNet International .9 Sublease of Office .10 Shareholders List .11 Written Profile of New Auditors
SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, who is duly authorized. Registrant: CANCEROPTION.COM, INC. Date: ___________________________ By /S/ Arnold Takemoto ------------------------------- Arnold Takemoto, President, CEO and Director By /s/ Michael Quel ------------------------------- Michael Quel, CPA, Chief Financial Officer and Director By /s/ Douglas Brodie ------------------------------- Douglas Brodie, MD, Director 10 EX-3.(I) 2 ARTICLES OF INCORPORATION Pantheon Technologies, Inc. Formed in Florida Federal Employer Identification Number (Tax ID): 65-0744370 Corporate Creations@ (305) 672-0686 (856)487-6013 FLORIDA DEPARTMENT OF STATE Katherine Harris Secretary of State April 15, 1999 CANCEROPTION.COM, INC. 7332 E. BUTHERUS DRIVE, SUITE 101 SCOTTSDALE, AZ 85260 Re: Document Number P97000-034687 The Articles of Amendment to the Articles of Incorporation' of PANTHEON TECHNOLOGIES, INC. which changed its name to CANCEROPTION.COM, INC., a Florida corporation, were filed on April 15, 1999. This document was electronically received and filed under FAX audit number E99000008760. Should you have any questions regarding this matter, please telephone (B50) 487-6050, the Amendment Filing Section. Darlene Connell Corporate Specialist Division of Corporations Letter Number: 099AO0019098 Division of Corporations P.O. BOX 6327 Florida 32314 H99000008760 ARTICLES OF AMENDMENT Article 1. Name - --------------- The name of this Florida corporation is: Pantheon Technologies, Inc. Article 11. Amendment - --------------------- The Articles of Incorporation of the Corporation are amended as follows: Article I. Name The name of this Florida Corporation is CancerOption.Com, Inc. Article V. Capital Stock The Corporation shall have the authority to issue 100,000,000 shares of common stock, par value $.001 per share; and 1,000,000 shares of preferred stock, par value $.0001 per share. Article 111. Date Amendment Adopt - --------------------------------- The amendment set forth in these Articles of Amendment was adopted on April 14, 1999. Article IV. Shareholder Approval of Amendment - --------------------------------------------- The amendment set forth in these Articles of Amendment was proposed by the Corporation's Board of Directors and approved by the shareholders by a vote sufficient for approval of the amendment. The undersigned executed this document on the date shown below. Pantheon Technologies, Inc. By: /s/ G.K. Kuroda ---------------------------- by G.K. da as attorney-in-fact Name: Arnold Takemoto --------------- Title: President ----------- Date: 4/14/00 ---------- Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach FL 33139 (305) 672-0686 H99000008760 Copyright@ 1993-1999 CC [SEAL] FLORIDA DEPARTMENT OF STATE Katherine Harris Secretary of State April 14, 1999 PANTHEON TECHNOLOGIES, INC. 7332 E. BUTHERUS DRIVE, SUITE 101 SCOTTSDALE, AZ 85260 Re: Document Number P97000034687 This will acknowledge your reinstatement for PANTHEON TECHNOLOGIES, INC., a Florida Corporation, which wa6 filed on April 14, 1999. This document was electronically received and filed under FAX aduit number H99000008727. Should you have any questions regarding this matter, please telephone (850) 487-6059. Trevor Brumbley Document Specialist Division of Corporations Letter Number: 599AO0018732 Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314 This will acknowledge your reinstatament for PANTHEON TECHNOLOGIES, INC., a Florida Corporation, which.was filed on April 14, 1999. This document was electronically received and filed under FAX audit number H99000008727. Should you have any questions regarding this matter, please telephone (850) 487-6059. Trevor Brumb1sy Document Specialist Division of Corporations Letter Number: 599AO0018732 Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314 ARTICLES OF INCORPORATION Article 1. Name - --------------- The name of this Florida corporation is: Pantheon Technologies, Inc. Article 11. Address - ------------------- The mailing address of the Corporation is: Pantheon Technologies, Inc. 2455 Hollywood Boulevard Hollywood Fl, 33020 Article Ill. Registered Agen - ---------------------------- The name and address of the registered agent of the Corporation is: Corporate Creations Enterprises, Inc. 4521 PGA Boulevard #211 Palm Beach Gardens FL 33418 Article IV. Board of Directors - ------------------------------ The name of each member of the Corporation's Board of Directors is: Ken H. Finkelstein The affairs of the Corporation shall be managed by a Board of Directors consisting of no less than one director. The number of directors may be increased or decreased from time to time in accordance with the Bylaws of the Corporation. The election of directors shall be done in accordance with the Bylaws. The directors shall be protected from personal liability to the fullest extent permitted by applicable law. Corporate Creations International Inc. 401 Ocean Drive #312 (Door Code 125) Miami Beach FL 33139-6629 (305) 672-0686 H97000006240 Article V. Capital Stock - ------------------------ The Corporation shall have the authority to issue 100,000,000 shares of common stock, par value $.001 per share. Article VI. Incorporator - ------------------------ The name and address of the incorporator is: Corporate Creations International Inc. 401 Ocean Drive #312 (Door Code 125) Miami Beach FL Article VII. Corporate Existence - -------------------------------- The corporate existence of the Corporation shall begin effective April 16, 1997 The undersigned incorporator executed these Articles of Incorporation on April 16, 1997 Corporat Creations International Inc. By: /s/ Brian R. Fons - ---------------------------- Brian R. Fons Vice President Corporate Creations International Inc. 401 Ocean Drive #312 (Door Code 125) Miami Beach FL 33139-6629 (305) 672-0686 H97000006240 CERTIFICATE OF DESIGNATION REGISTERED AGENT/OFFICE CORPORATION: - ------------ Pantheon Technologies, Inc. REGISTERED AGENT/OFFICE: - ------------------------ Corporate Creations Enterprises, Inc. 4521 PGA Boulevard #211 Palm Beach Gardens FL 33418 I agree to act as registered agent to accept service of process for the corporation named above at the place designated in this Certificate. I agree to comply with the provisions of all statutes relating to the proper and complete performance of the registered agent duties. I am familiar with and accept the obligations of the registered agent position. /s/ Brian R. Fons - ----------------- Corporate Creations Enterprises, Inc. Brian R. Fons, Vice President Date: April 16, 1997 Corporate Creations International Inc. 401 Ocean Drive #312 (Door Code 125) Miami Beach FL 33139-6629 (305) 672-0686 H97000006240 [SEAL] FLORIDA DEPARTMENT OF STATE Sandra B. Mortham Secretary of State April 17, 1997 PANTHEON TECHNOLOGIES, INC. 2455 HOLLYWOOD BLVD. HOLLYWOOD, FL 33020 The Articles of Incorporation for PANTHEON TECHNOLOGIES, INC. were filed on April 17, 1997, effective April 16, 1997, and assigned.document number P97000034687. Please refer to this number whenever corresponding with this office. Enclosed is the certification requested. To be official, the certification for a certified copy must be attached to the original document that was electronicallv submitted and filed under FAX audit number H97000006240. A corporation annual report will be due this office between January 1 and May 1 of the year following the calendar year of the file date year. A Federal Employer Identification (FBI) number will be required before this report can be filed. Please apply NOW with the Internal Revenue Service by calling 1-800-829-3676 and requesting form SS-4. Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have questions regarding corporations, please contact this office at the address given below. Agnes Lunt Corporate Specialist New Filings Section Division of Corporations Letter Number: 997AC0019613 Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314 [SEAL] Department of State I certify from the records of this office that PANTHEON TECHNOLOGIES, INC is a corporation organized under the laws of the State of Florida, filed on April 17, 1997, effective April 16, 1997. The document number of,this corporation is P97000034687. I further certify that said corporation has paid all fees and penalties due this office through Dece.mber 31, 1997, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the L' code, 997AO0019613-041797-P97000034687-1/1, noted below. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Seventeenth day of April, 1997 Authentication Code: 997AO0019613-041797-P97000034687-1/1 [SEAL] /s/ Sandra B. Mortham - ------ --------------------- Sandra P. Mortham Secretary of State EX-3.(II) 3 BYLAWS Bylaws of Pantheon Technologies, Inc. ARTICLE I. DIRECTORS -------------------- Section 1. Function. - -------------------- All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be shareholders of the Corporation. Residents of any state may be directors. Section 2. Compensation. - ------------------------ The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in such capacity without compensation. Section 3. Presumption of Assent. - --------------------------------- A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest. Section 4. Number. - ------------------ The Corporation shall have at least the minimum number of directors required by law. The number of directors may be increased or decreased from time to time by the Board of Directors. Section 5. Election and Term. - ----------------------------- At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Section 6. Vacancies. - --------------------- Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders. Section 7. Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal. Section 8. Quorum and Voting. - ----------------------------- A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 9. Executive and Other Committees. - ------------------------------------------ The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees each of which must have at least two members. Each committee *shall have the authority set forth in the resolution designating the committee. Section 10. Place of Meeting. - ----------------------------- Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting. Section 11. Time, Notice and Call of Meetings. - ---------------------------------------------- Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting. Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened,. unless a director objects to the transaction of business (promptly upon arrival at the meeting) because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by the President or the Chairman of the Board of Directors. Members of the Board of Directors and any committee' of the Board may participate in a meeting by telephone conference or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting. Section 12. Action By Written Consent. - -------------------------------------- Any action required or permitted to be taken at a meeting of directors may be taken without a meeting if a consent in writing setting forth the action to be taken and signed by all of the directors is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. ARTICLE II. MEETINGS OF SHAREHOLDERS ------------------------------------ Section 1. Annual Meeting. - -------------------------- The annual meeting of the shareholders of the corporation for the election of officers and for such other business as may properly come.before the meeting shall be held at such time and place as designated by the Board of Directors. Section 2. Special Meeting. - --------------------------- Special meetings of the shareholders shall be held when directed by the President or when requested in writing by shareholders holding at least 10% of the Corporation's stock having the right and entitled to vote at such meeting. A meeting requested by shareholders shall be called by the President for a date not less than 10 nor more than 60 days after the request is made. Only business within the purposes described in the meeting notice may be conducted at a special shareholders, meeting. Section 3. Place. - ----------------- Meetings of the shareholders will be held at the principal place of business of the Corporation or at such other place as is designated by the Board of Directors. Section 4. Notice. - ------------------ A written notice of each meeting of shareholders shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation. The meeting notice shall be mailed not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be the close of business on the day before the notice is sent. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting at any time. Section 5. Shareholder Quorum. - ------------------------------ A majority of the shares entitled to vote, representeT in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum, may adjourn the meeting without further notice until a quorum is obtained. Section 6. Shareholder Voting. - ------------------------------ If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. An alphabetical list of all shareholders who are entitled to notice of a shareholders, meeting along with their addresses and the number of shares held by each shall be produced at a shareholders' meeting upon the request of any shareholder. Section 7. Proxies. - ------------------- A shareholder entitled to vote at any meeting of.shareholders or any adjournment thereof may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation's officer or agent authorized to tabulate votes. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy. Section 8. Validation. - ---------------------- If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed. Section 9. Conduct of Business By Written Consent. - -------------------------------------------------- Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the officer or agent of the Corporation having custody of the Corporation's records within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters' rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the state law governing corporations. ARTICLE III. OFFICERS --------------------- Section 1. Officers; Election; Resignation; Vacancies. - ------------------------------------------------------ The Corporation shall have the officers and assistant officers that the Board of Directors appoint from time to time. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each officer shall serve until a successor is chosen by the directors at a regular or special meeting of the directors or until removed. officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired-portion of the term by the Board of Directors at any regular or special meeting. Section 2. Powers and, Duties of Officers. - ------------------------------------------ The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. Section 3. Removal of Officers. - ------------------------------- An officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board with or without cause whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, agent or member of a committee shall not of itself create contract rights. Any officer, if appointed by another-officer, may be removed by that officer. Section 4. Salaries. - -------------------- The Board of Directors may cause the Corporation to enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation. Section 5. Bank Accounts. - ------------------------- The Corporation shall have accounts with financial institutions as determined by the Board of Directors. ARTICLE IV. DISTRIBUTIONS ------------------------- The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or (ii) the Corporation's assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporate profits, subject to the provisions of law. ARTICLE V. CORPORATE RECORDS ---------------------------- Section 1. Corporate Records. - ----------------------------- The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each. The Corporation shall keep a copy of its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders' meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State. Section 2. Shareholders' Inspection Rights. - ------------------------------------------- A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any books and records of the Corporation. The shareholder must give the Corporation written notice of this demand at least five business days before the date on which he wishes to inspect and copy the record(s). The demand must be made in good faith and for a proper purpose. The shareholder must describe with reasonable particularity the purpose and the records he desires to'inspect, and the records must be directly connected with this purpose. This Section does not affect the right of a shareholder to inspect and copy the shareholders, list described in this Article if the shareholder is in litigation with the Corporation. In such a case, the shareholder shall have the same rights as any other litigant to compel the production of corporate records for examination. The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation. Section 3. Financial Statements for Shareholders. - ------------------------------------------------- Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation's accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements. Section 4. Other Reports to Shareholders. - ----------------------------------------- If the Corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders, meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting. ARTICLE VI. STOCK CERTIFICATES ------------------------------ Section 1. Issuance. - -------------------- The Board of Directors may authorize the issuance of some or all of the shares of any,or all of its classes or series without certificates. Each qertificate issued shall be signed by the President and the Secretary (or the Treasurer). The rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Section 2. Registered Shareholders. - ----------------------------------- No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by law, shall not be bound to recognize any equitable or other claim to or interest in the shares. Section 3. Transfer of Shares. - ------------------------------ Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation. Section 4. Lost, Stolen or Destroyed Certificates. - -------------------------------------------------- If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires. ARTICLE VII. INDEMNIFICATION ---------------------------- Section 1. Right to Indemnification. - ------------------------------------ The Corporation hereby indemnifies each person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys, fees, arising out of his or her status as a director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal power to indemnify them directly against such liability. Section 2. Advances. - -------------------- Costs, charges and expenses (including attorneys' fees) incurred by a person referred to in Section 1 of this Article in defending a civil or criminal proceeding shall be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if. it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized by this Article, and upon satisfaction of other conditions required by current or future legislation. Section 3. Savings Clause. - -------------------------- If this Article or any portion of it is invalidated on any ground by a court of competent Jurisdiction, the Corporation nevertheless indemnifies each person described in Section 1 of this Article to the fullest extent permitted by all portions of this Article that have not been invalidated and to the fullest extent permitted by law. ARTICLE VIII. AMENDMENT ----------------------- These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by a majority vote of the directors or by a vote of the shareholders holding a majority of the shares. I certify that these are the B~:4ws adopted by the Board n. of Directors of the Corporation. /s/ F. Muller - --------------- Secretary Date: April 17, 1997 --------------- EX-23 4 CONSENT OF INDEPENDENT AUDITOR CERTIFIED PUBLIC ACCOUNTANTS September 3, 1999 CancerOption.com, Inc. (formerly Pantheon Technologies, Inc.) 7332 E. Butherus Drive, Suite 101 Scottsdale, AZ 85260 Dear Sirs: This is to confirm that the client-auditor relationship between CancerOption.com, Inc. (formerly Pantheon Technologies, Inc.) (The Company) and Clancy and Co., P.L.L.C., has ceased. The opinions of Clancy and Co., P.L.L.C., on the balance sheet of the Company for the years ended December 31, 1998 and 1997, the statement of operations, stockholders' equity, and cash flows for the Company for the period from April 17, 1997 to December 31, 1998, did not contain any adverse opinions or disclaimers of opinion , or modifications as to uncertainty, audit scope or accounting principals. There were no disagreements between the Company and Clancy and Co., P.L.L.C., on any matter of accounting principals or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of Clancy and Co., P.L.L.C., would have caused it to make reference to the subject matter of the disagreements in connection with its report. Sincerely, /s/ Clancy and Co., P.L.L.C. ---------------------------- Clancy and Co., P.L.L.C. EX-27 5 FINANCIAL DATA SCHEDULE
5 9-MOS 12-MOS 12-MOS SEP-30-1999 DEC-31-1998 DEC-31-1997 SEP-30-1999 DEC-31-1998 DEC-31-1997 81,547 244 2,732 0 0 0 0 50,500 12,000 0 0 0 18,607 0 0 100,154 50,744 14,732 6,373 0 0 0 0 0 156,866 50,744 14,732 6,202 750 0 0 0 0 0 0 0 0 0 0 5,440 5,200 3,200 0 0 0 156,866 0 0 1,427 0 0 1,427 0 0 714 0 0 714 0 0 181,013 0 0 0 (103,006) (38,268) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (179,556) 0 0 0 0 0 0 0 0
EX-99.1 6 PPM DATED JUNE 1, 1997 OFFERING MEMORANDUM Pantheon Technologies, Inc. (A Florida Corporation) Offering Memorandum Dated June 1st, 1997 200,000 Shares Pantheon Technologies, Inc. (the "Company'), a Florida corporation, is offering on a "best efforts, no minimum basis" up to a maximum of 200,000 shares of common stock ('Common Stock'), $.001 par value, at $0.25 per Share. Since there is no minimum, no proceeds will be held in escrow account and all funds will be immediately available to the Company. The Company intends to apply for inclusion of the Common Stock on the Over the Counter Electronic Bulletin Board. There can be no assurances that an active trading market will develop, even if the securities are accepted for quotation. Additionally, even if the Company's securities are accepted for quotation and active trading develops, the Company is still required to maintain certain minimum criteria established by NASDAQ, of which there can be no assurance that the Company will be able to continue to fulfill such criteria. Prior to this offering there has been no public market for the common stock of the Company. The price of the Shares offered hereby was arbitrarily determined by the Company and does not bear any relationship to the Company's assets, book value, net worth, results of operations or any other recognized criteria of value. For additional information regarding the factors considered in determining the offering price of the Shares, see "Risk Factors - Arbitrary Offering Price", "Description of Securities". The Company does not presently file reports or other information with the Securities and Exchange Commission CCommission). However, following completion of this offering, the Company intends to furnish its security holders with annual reports containing audited financial statements and such interim reports, in each case as it may determine to furnish or as may be required by law. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OF ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE OR AN OFFER TO PURCHASE, WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER, WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY. This offering involves special risks concerning the Company (see "Risk Factors"). Investors should carefully review the entire Memorandum and should not invest any funds in this Offering unless they can afford to lose their entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the Offerin& including the merit and risks involved. 1 OFFERING SUMMARY Thefollowing summary information is qualified in its entirety by the detailed information and financial statements and notes thereto appearing elsewhere in this Memorandum. The Company is involved in the development of internet related products and services. The Company was incorporated in the state of Florida, it's principal executive office is located at 2455 Hollywood Blvd, Suite 495, Hollywood, Florida 33020, and it's telephone number is (954)-453-1195. RISK FACTORS THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE THESE SECURITIES. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS: Risk Factors Relating to the Business of the Company Start-up or Development Stage Company. The Company has had no operations since its organization and is a "start-up or "development stage" company. No assurances can be given that the Company will be able to compete with other companies in its industry. The purchase of the securities offered hereby must be regarded as the placing of funds at a high risk in a new or "start-up" venture with all the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. See "Use of Proceeds to Issuer" and "Description of Business." No Assurance of Profitability. To date, the Companyhas not generated anysigaificant revenues from operations.The Company does not anticipate any significant revenues in the near future. The Company's ability to successfully implement its business plan is dependent on the completion of this Offering. There can be no assurance that the Company will be able to develop into a successfiil or profitable business. No Assurance ofPayment of Dividends.No assurances can be made that the future operations of the Company will result in additional revenues or will be profitable. Should the operations of the Company become profitable, it is likely that the Company would retain much or all of its earnings in order to finance future growth and expansion. Tberefore, the Company does not presently intend to pay dividends, and it is not likely that any dividends will be paid in the foreseeable future. See "Dividend Policy." Possible Need for Additional Financing. The Company intends to fiind its operations and other capital needs for the next 12 months substantially from the proceeds of this Offerin& but there can be no assurance that such funds will be sufficient for these purposes. The Company may require additional amounts of capital for its future reasearch and deveolpment of Internet services and products, operating costs and working capital. The Company has made no arrangements to obtain fiiture additional firiancin& and if required, there can be no assurance that such financing will be available, or that such financing will be available on acceptable terms. See "Use of Proceeds" Dependence on Management. The Company's success is principally dependent on its current management personnel for the operation of its business. Broad Discretion in Application of Proceeds. The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering, in order to address changed circumstances and opportunities. As a result of the foregoin& the success of the Company will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the 2 net proceeds hereof Pending use of such proceeds, the net proceeds of this offering will be invested by the Company in temporary, short-term interest-bearing obligations. See "Use of Proceeds." Arbitrary Offering Price. There has been no prior public market for the Company's securities. The price to the public of the Shares offered hereby has been arbitrarily determined by the Company and bears no relationship to the Company's earnings, book value or any other recognized criteria of value. Immediate and Substantial Dilution. An investor in this offering will experience immediate and substantial dilution. Lack of Prior Market for Securities of the Company. No prior market has existed for the securities being offered hereby and no assurance can be given that a market will develop subsequent to this offering. No Escrow of Investors' Funds - This offering is being made on a "best efforts, no minimum basis" As such, all the funds from this Offering will be immediately available to the Company. USE OF PROCEEDS The proceeds from this Offering will be used for the research and development of internet related products and services. DIVIDEND POLICY Holders of the Company's Common Stock are entitled to dividends when, as and if declared by the Board of Directors out of funds legally available therefor. The Company does not anticipate the declaration or payment of any dividends in the foreseeable future. Ile Company intends to retain earnings, if any, to finance the development and expansion of its business. Future dividend policy will be subject to the discretion of the Board of Directors and will be contingent upon future earnings, if any, the Company's financial condition, capital requirements, general business conditions and other factors. Therefore, there can be no assurance that any dividends of any kind will ever be paid. THE COMPANY The Company's inital primary service will consist of deveolping web home pages for small businesses. These services will include developing graphical display text, video files, sound clips and graphics. The Company plans to use the fully interactive capabilities of the current available web technology to create web sites of home pages of content which any internet user with a web browser can access. A summary of the Company's planned services and products include: advising clients on information to be communicated and links to be established, write promotional copy, prepare story boards and graphics design, create images using audio, video and multimedia designs, prepare content in internet languages for placement on the net and provide technical service for web maintance. There is no assurance that the Company will be able to achieve these goals, or even if it does achieve these goals, that the Company will be profitable. Management The following sets forth the names of the Company's officers and directors: Timothy Bullinger: is a Director of the Company. Mr.Bullinger has over 15 years of experience in design and architecture. He heads a design firm that creates designs for homes, products and fashion on a international level. Mr. Bullinger also has extensive technical experience in audio recording engineering and computer generated multimedia design. 3 Lance Dusanj: is a Director of the Company. Mr. Dusanj has over 7 years of industrial experience working at White Pine Division of MacMillan Bloedel Ltd., and brings to the Company a tremendous wealth of contacts in the industrW sector.. In addition, Mr. Dusanj has extensive experience in corporate finance and personnel management. Arian Soheili : is a Director of the Company. Mr. Sobel has extensive experience in the computer technology fields such as interne% intranet and electronic commerce. The Company also benefits from his many years of personell, finance and accounting skills. EXECUTIVE COMPENSATION Since the Company was recently incorporated, it has no historical information with respect to executive compensation. At the conclusion of the Offering, the Company does not intend to compensate its officers for services to the Company from the proceeds of this Offering and will only do so when and if the Company generates profits. Compensation of Directors ------------------------- Directors are not paid fees for their services nor reimbursed for expenses of attending board meetings. DESCRIPTION OF SECURITIES Shares The Company is offering hereby a "best efforts, no minimum basis" up to 200,000 shares of Common Stock at $0.25 per Share. Common Stock The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, $.001 par value, Holders of the Common Stock do not have preemptive rights to purchase additional shares of Common Stock or other subscription rights. The Common Stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of Common Stock are entitled to share equally in dividends from sources legally available therefor when, as and if declared by the Board of Directors and, upon liquidation or dissolution of the Company, whether voluntary or involuntary, to share equally in the assets of the Company available for distribution to stockholders. All outstanding shares of Common Stock are validly authorized and issued, fally paid and nonassessable, and all shares to be sold and issued as contemplated hereby, will be validly authorized and issued, fiffly paid and nonassessable. The Board of Directors is authorized to issue additional shares of Common Stock, not to exceed the amount authorized by the Company's Certificate of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action. The above description concerning die Common Stock of the Company does not purport to be complete. Reference is made to the Company's Certificate of Incorporation and Bylaws which are available for inspection upon proper notice at the Company's offices, as well as to the applicable statutes of the State of Florida for a more complete description concerning the rights and liabilities of stockholders. Prior to this offerin& there has been no market for the Common Stock of the Company, and no predictions can be made of the effect, if any, that market sales of shares or the availability of shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of the Common Stock of the Company in the public market may adversely affect prevailing market prices, and may impair the Company's ability to raise capital at that time through the sale of its equity securities. 4 Each holder of Common Stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of Common Stock do not have cumulative voting rights, the holders of more than 50 percent of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors. PLAN OF DISTRIBUTION The Company has no underwriter for this Offering. The Offering is therefore a self-underwriting. The Shares will be offered by the Company at the offering price of $0.25 per Share. Price of the Offering. - ---------------------- There is no, and never has been, a market for the Shares, and there is no guaranty that a market will ever develop for the Company's shares. Consequently, the offering price has been determined by the Company. Among other factors considered in such determination were estimates of business potential for the Company, the Company's financial condition, an assessment of the Company's management and the general condition of the securities market at the time of this Offering. However, such price does not necessarily bear any relationship to the assets, income or net worth of the Company. The offering price should not be considered an indication of the actual value of the Shares. Such price is subject to change as a result of market conditions and other factors, and no assurance can be given that the Shares can be resold at the Offering Price. There can be no assurance that an active trading market will develop upon completion of this Offerin& or if such market develops, that it will continue. Consequently, purchasers of the Shares offered hereby may not find a ready market for Shares. ADDITIONAL INFORMATION Each investor warrants and represents to the Company that, prior to making an investment in the Company, that he has had the opportunity to inspect the books and records of the Company and that he has had the opportunity to make inquiries to the officers and directors of the Company and further that he has been provided full access to such information. 5 _____________________________________ INVESTOR SUITABILITY STANDARDS AND INVESTMENT RESTRICTIONS _____________________________________ Suitability Shares will be offered and sold pursuant an exemption under the Securities Act, and exemptions under applicable state securities and Blue Sky laws. There are different standards under these federal and state exemptions which must be met by prospective investors in the Company. The Company will sell Shares only to those Investors it reasonably believes meet certain suitability requirements described below. Each prospective Investor must complete a Confidential Purchaser questionnaire and each Purchaser Representative, if any, must complete a Purchaser Representative Questionnaire. EACH INVESTOR MUST BE RESPONSIBLE FOR DETERMINING THAT IT IS PERMITTED TO INVEST IN THE COMPANY, THAT ALL APPROPRIATE ACTIONS TO AUTHORIZE SUCH AN INVESTMENT HAVE BEEN TAKEN, AND THAT ANY REQUIREMENTS THAT ITS INVESTMENTS BE DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET. An investor will qualify as an accredited Investor if it falls within any one of the following categories at the time of the sale of the Shares to that Investor: (1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the United States Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of that Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if aself-directed plan with the investment decisions made solely by persons that are accredited investors; (2) A private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940; (3) An organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000; (4) A director or executive officer of the Company. (5) A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase of the Shares exceeds $1,000,000; 6 (6) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as describe in Rule 506(b)(2)(ii) of Regulation D; and (8) An entity in which all of the equity owners are accredited investors (as defined above). As used in this Memorandum, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of (5) above, the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income an investor should add to the investor's adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income form long-term capital gains has been reduced in arriving at adjusted gross income. In order to meet the conditions for exemption from the registration requirements under the securities laws of certain jurisdictions, investors who are residents of such jurisdiction may be required to meet additional suitability requirements. An Investor that does not qualify as an accredited Investor is a nonaccredited Investor and may acquire Shares only if (1) The Investor is knowledgeable and experienced with respect to investments in limited partnerships either alone or with its Purchaser Representative, if any; and (2) The Investor has been provided access to all relevant documents it desires or needs; and (3) The Investor is aware of its limited ability to sell and/or transfer its Shares in the Company; and (4) The Investor can bear the economic risk (including loss of the entire investment) without impairing its ability to provide for its financial needs and contingencies in the same manner as it was prior to making such investment. THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION TO DETERMINE IF A POTENTIAL INVESTOR MEETS OR FAILS TO MEET THE SUITABILITY STANDARDS SET FORTH IN THIS SECTION. Additional Suitability Requirements for Benefit Plan Investor: In addition to the foregoing suitability standards generally applicable to all Investors, the Employee Retirement Income Security Act of 1934, as amended ("ERISA"), and the regulations promulgated thereunder by the Department of Labor impose certain additional suitability standards for Investors that are qualified pension, profit-sharing or stock bonus plans ('Benefit Plan Investor"). In considering the purchase of Shares, a fiduciary with respect to a prospective Benefit Plan Investor must consider whether an investment in the Shares will satisfy the prudence requirement of Section 404(a)(1)(B) of ERISA, since there is not expected to be any market created in which to sell or otherwise dispose of the Shares. In addition, the fiduciary must consider whether the investment in Shares will satisfy the diversification requirement of Section 404(a)(1)(C) of ERISA. 7 Restrictions on Transfer or Resale of Shares The Availability of Federal and state exemptions and the legality of the offers and sales of the Shares are conditioned upon, among other things, the fact that the purchase of Shares by all Investors are for investment purposes only and not with a view to resale or distribution. Accordingly, each prospective Investor win be required to represent in the Subscription Agreement that it is purchasing the Shares for its own account and for the purpose of investment only, not with a view to, or in accordance with, the distribution of sale of the Shares and that it will not sell, pledge, assign or transfer or offer to sell, pledge, assign or transfer any of its Shares without an effective registration statement under the Securities Act, or an exemption there from and an opinion of counsel acceptable to the Company that registration under the Securities Act is not required and that the transaction complies with all other applicable Federal and state securities or Blue Sky laws. 8 PANTHEON TECHNOLOGIES, INC. SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR INDIVIDUALS Number of Shares Subscribed for: ____________________ Amount tendered at $0.25 per Share: ____________________ ___________________________ ______________________________________________ (Signature of Subscriber) (Signature of Spouse, or joint tenant, if any) ___________________________ ___________________________________________ (Printed Name of Subscriber) (Printed Name of Spouse, or other joint tenant, if any) ___________________________ ___________________________________________ (Address) (Address) ___________________________ ___________________________________________ (Social Security Number) (Social Security Number) APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this ___ day of __________,1997. PANTHEON TECHNOLOGIES, INC. By: ______________________________________ DIRECTOR 9 EX-99.2 7 PPM DATED SEPTEMBER 18, 1998 CONFIDENTIAL NOT TO BE REPRODUCED OR DISTRIBUTED Memorandum No. Name of Offeree: PRIVATE PLACEMENT MEMORANDUM OF UNITS OF Pantheon Technologies, Inc. (a Florida Corporation) ("Company") 2,000,000 Common Shares and 2,000,000 Common Share Purchase Warrants $.001 Par Value $0.05 Per Share Warrants exerciseable at $0.05 per Share expiring on September 18th, 2001. MINIMUM INVESTMENT 2,500 Shares $125.00 Principal Executive Offices: 1628 West 1st Ave, Suite 219 Vancouver, BC, V6J-1G1 (604) 739-7911 The date of this Memorandum is September 18th, 1998 PANTHEON TECHNOLOGIES, INC. Type of securities offered : Shares of the Company's common stock, $0.001 par value. Number of Units offered: 2,000,000 Shares and 2,000,000 Warrants Price per security: $0.05 per Share. Warrant exerciseable at $0.05 per Share up until September 18th, 2001. Total proceeds:If all shares sold:$100,000.If all Warrants exercised $200,000.00 Is a commissioned selling agent selling the securities in this offering? Yes [XI No If yes, what percent is commission of price to public? Is there other compensation to selling agent(s)? Yes [X] No Is there a finder's fee or similar payment to any person? Yes [X] No Is there an escrow of proceeds until minimum is obtained? [ ] Yes [X] No Is this offering limited to members of a special group, such as employees of the Company or individuals? [ ] Yes [X] No Is transfer of the securities restricted? [ ] Yes [X] No THIS OFFERING OF SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFERING WILL TERMINATE UPON THE EARLIER OF ALL OF THE SHARES OR DECEMBER 31, 1998. THE COMPANY IS NOT REQUIRED TO SELL ANY MINIMUM NUMBER OF SHARES IN ORDER TO SELL 2 SHARES IN THE OFFERING. THE COMPANY MAY IN ITS DISCRETION CONDUCT MULTIPLE CLOSINGS. ( SEE " DESCRIPTION OF THE OFFERING. ") THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE SHARES OFFERED HEREBY AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE THE OFFEREE AGREES TO RETURN TO THE COMPANY THIS MEMORANDUM AND ALL ATTACHMENTS AND RELATED. DOCUMENTATION IF THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE SHARES IN THE OFFERING. THESE SECURITIES ARE BEING OFFERED ONLY TO INVESTORS WHO THE OFFEROR BELIEVES HAVE THE QUALIFICATIONS NECESSARY TO PERMIT THE SECURITIES TO BE OFFERED AND SOLD UNDER APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND QUALIFICA TION UNDER APPLICABLE STATE STATUTES, THE OFFEROR WILL BE THE SOLE JUDGE OF WHETHER AN INVESTOR POSSESSES SUCH QUALIFICATIONS NOTWITHSTANDING DELIVERY OF THIS MEMORANDUM AND ASSOCIATED DOCUMENTATION, THE OFFEROR DOES NOT INTEND TO EXTEND AN OFFER TO SELL OR TO SOLICIT AN OFFER TO BUY THESE SECURITIES UNTIL THE OFFEROR DETERMINES THAT THE OFFEREE IS QUALIFIED AND COMMUNICATES SUCH DETERMINATION TO INVESTORS IN WRITING THE SHARES ARE BEING OFFERED IN A PRIVATE PLACEMENT TO A LIMITED NUMBER OF INVESTORS THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATIONS NOT PERMITTED UNDER APPLICABLE LAW OR ANY FIRM OR INDIVIDUAL WHO DOES NOT POSSESS THE QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT'), OR THE SECURITIES LAWS OF FLORIDA OR OTHER STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS THERE IS A PUBLIC MARKET FOR SECURITIES OF THE COMPANY EVEN IF SUCH A MARKET DID NOT EXIST, PURCHASERS OF SHARES WILL BE REQUIRED TO REPRESENT THAT THE SHARES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WlLL NOT BE ABLE TO RESELL THE SHARES UNLESS THE SHARES ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SHARES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVES7MENT FOR AN INDEFINITE PERIOD OF TIME THE PURCHASE OF THESE SECURITIES WILL ENTAIL A HIGH DEGREE OF RISK THESE SECURITIES ARE SUITABLE ONLY FOR PERSONS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES AND HAVE NO LIQUIDITY IN THIS INVESTMENT NO ONE 3 SHOULD INVEST IN THE SHARES WHO IS NOT PREPARED TO LOSE THEIR ENTIRE INVESTMENT PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE RISK TA CTORS INDICATED UNDER "RISK FACTORS." INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY COMMUNICATION, WHETHER WRITTEN OR ORAL, FROM THE COMPANY, ITS FOUNDERS, MANAGEMENT, EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT ADVICE EACH INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, ACCOUNTANT AND 0THER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING, AND RELATED MATTERS CONCERNING HIS INVESTMENT AND ITS SUITABILITY FOR THEM. NO PERSON (OTHER THAN OFFICERS OF THE COMPANY TO WHOM REQUESTS ARE DIRECTED FOR ADDITIONAL INFORMATION CONCERNING THIS OFFERING) IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS (WHETHER ORAL OR WRITTEN) IN CONNECTION WITH THIS OFFERING EXCEPT SUCH INFORMATION AS IS CONTAINED IN THIS PRIVATE PLACEMENTMEMORANDUMAND THE ATTACHMENTS THERETO AND DOCUMENTS REFERRED TO HEREIN. ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN AND THEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE SECURITIES OFFERED HEREBY WILL BE SOLD TO SUBJECT TO THE STOCK SUBSCRIPTIONAGREEMENTATTACHED AS ATTACHMENT OF THIS MEMORANDUM, WHICH CONTAINS CERTAIN REPRESENTATIONS WARRANTIES, TERMS AND CONDITIONS EACH INVESTOR SHOULD CAREFULLY REVIEW THE PROVISIONS OF THE SUBSCRIPTION A GREEMENT BEFORE INVESTING. This Company: [ ] Has never conducted operations. [ x ] Is in the development stage. [ ] Is currently conducting operations. [ ] Has shown a profit in the last fiscal year. [ ] Other( Specify) __________________________ (Check at one, as appropriate) This offering has been registered for offer and sale in the following states: State State File No Effective Date - ----- ------------- -------------- 4 TABLE OF CONTENTS Cover Page 1 Disclosure Statements 2 Table of Contents 5 Summary of the Offering 6 The Company 6 Risk Factors 7 Use of Proceeds 9 Description of Securities 10 Terms of the Offering 11 Directors, Officers and key Personnel of the Company 12 Principal Stockholders 13 Remuneration of Directors and Officers 13 Reports 14 Legal Matters 14 Litigation 14 Additional Information 14 State Restrictions 14-16 EXHIBITS Exhibit A Subscription Agreement 17-21 This is an original unpublished work protected under copyright laws of the United States and other countries. All Rights Reserved. Should publication occur, then the following notice shall apply: Copyright 1998 Pantheon Technologies, Inc. All Rights Reserved. No part of this document may be reproduced, stored in a retrieval system or transmitted, in any form or any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Pantheon Technologies, Inc. 5 SUMMARY OF THE OFFERING The following material is intended to summarize information contained elsewhere in this Memorandum. This summary is qualified in its entirety by express reference to the Memorandum and the exhibits referred to therein. Each prospective investor is urged to read this Memorandum in its entirety. Pantheon Technologies, Inc, a Florida corporation (the " Company "), is the issuer of the Shares. The address of the Company is 1628 West lst Ave, Suite 216, Vancouver, BC, V6J-lGl. The Offering. The Company is offering up to 2,000,000 of its common stock units, par value $.001 per share (the "Shares"). The Minimum investment for an Investor is 2,500 Shares, or $125.00. The Company, in its sole discretion, may accept subscriptions for up to an aggregate of 2,000,000 or $100,000.00 until December 31st, 1998, or until such earlier date as the Company determines that this Offering shall be terminated. In its sole discretion, the Company may elect to terminate this Offering even if subscriptions for Shares have been received and accepted by the Company. See "Terms of the Offering" and "Subscription for Shares". Company's Business: The Company is involved in the development of internet related products and services Risk Factors: The offering involves speculative investment with substantial risks, including those risks associated with the industry. Although the Company will use its best efforts to protect the investments of the Investors, there is no assurance that the Company's efforts will be successful. Accordingly, a prospective Investor should not view the Company or its Officers, Directors, employees or agents as guarantors of the financial success of an investment in the Shares. See "Risk Factors". Limited Transferability of the Shares. The Shares have not been registered under the 1933 Act or the securities laws of any state. The Shares of common stock purchased pursuant to this Offering will not be "restricted" shares because the shares are offered under Rule 504 and this offering is excluded from the provisions of Regulation D pertaining to restricted shares. This does not mean, however, that a public market does exist for the Shares. Currently there is a market for the Shares on NASDAQ - OTC Bulletin Board. See "Risk Factors" and "Terms of the Offering". Limitation of Liability. Except for the amounts paid by Investors for their purchase of any Shares, and as required by Florida State law, no investor will be liable for any debts of the Company or be obligated to contribute any additional capital or funds to the Company. See " Risk Factors". Suitability Standards. Each Investor must meet certain eligibility standards established by the Company for the purchase of the Shares. See "Terms of the Offering" and "Subscription for Shares". 6 Use of Proceeds. The Company plans to use the money received from this offering to cover the costs involved in the development of Internet related products and services. The funds will not be deposited in an escrow account and will be available to the Company immediately. No minimum amount of Shares is required to be sold. THE COMPANY Exact corporate name: Pantheon Technologies, Inc. State and date of incorporation: Florida State April 17, 1997. Street address of principal office: 1628 West 1st Ave, Suite 219 Vancouver, BC, V6J-1GI (604) 739-7911 Fiscal Year: December 31 st. PRODUCTS The Company is engaged in the development of Internet related products and services. MATERIAL CONTRACTS The Company has no contracts. MARKETING APPROACHES The Company intends to establish a commerce based business through the Internet. RISK FACTORS An investment in the Shares involves a high degree of risk. No prospective Investor should acquire the Shares unless he can afford a complete loss of his investment. The risks described below are those which the Company deems most significant as of the date hereof. Other factors which may have a material impact on the operations of the Company may not be foreseen. In addition to the other factors set forth elsewhere in this Memorandum, prospective Investors should carefully consider the following specific risk factors: 7 A. OPERATING RISKS General. The economic success of an investment in the Shares depends, to a large degree, upon many factors over which the Company has no control. These factors include general economic, industrial and international conditions; inflation or deflation; fluctuation in interest rates; the availability of, and fluctuations in the money supply. The extent, type and sophistication of the Company's competition; and government regulations. Operations. The Company has no operations. Dependence on Key Personnel. The Company's success will depend, in large part, upon the talents and skills of key management personnel. To the extent that any of its management personnel is unable or refuses to continue association with the Company, a suitable replacement would have to be found. There is no assurance that the Company would be able to find suitable replacements for such personnel, or that suitable person. Lack of Adequate Capital, Additional capital will be required in the Company's future operations. In the absence of any additional funding, the Company's operations may be affected negatively. Therefore, the Company's management will be careful and use its best judgment in directing the affairs of the Company in a manner that maximizes its chances of success and, accordingly, the best chances of raising future funding. Inherent Business Risks. The business that the Company is engaged in involves substantial and inherent risks associated with an emerging company with limited financial resources. B. INVESTMENT RISKS Speculative Investment, The Shares are a very speculative investment. There can be no assurance that the Company will attain its objective and it is very likely that the Company will not be able to advance any business activities and Investors could lose their entire investments. Arbitrary Purchase Price; No Market. The purchase price for the Shares has been arbitrarily determined by the Company, and is not necessarily indicative of their value. No assurance is or can be given that the Shares, although transferable, could be sold for the purchase price, or for any amount. There currently is a market for resale of the Shares. Restriction of Transferability. While the Company believes that no restriction exists for the transfer of the Shares being offered by the Company, an investment in the Shares may be a long term investment. Investors who do not wish or who are not financially able to hold the Shares for a substantial period of time are advised against purchasing Shares. The Shares are not registered under the 1933 Act or under the securities laws of any state, but are being offered by the Company under the exemption from registration provided by Rule 504 under Regulation D and related state and foreign exceptions. 8 "Best Efforts" Offers , The Shares are being offered on a "best efforts" basis by the Company. No person or entity is committed to purchase or take down any of the Shares offered pursuant to this Offering. No escrow account is maintained and no minimum amount is required to be sold. Funds will be available to the Company upon receipt. Management and Operation Experience. The Company's officers, directors and other personnel have engaged in a variety of businesses and have been involved in business financing, operations and marketing, but their experience in these fields is limited. There is no assurance that such experience will result in the success of the Company. Other Risks. No assurance can be given that the Company will be successful in achieving its stated objectives, that the Company's business is undertaken by the Company, will generate cash sufficient to operate the business of the Company or that other parties entering into agreements relating to the Company's business will meet their respective obligations. Dividends, The Company's Board of Directors presently intends to cause the Company to follow a policy of retaining earnings, if any, for the purpose of increasing the net worth and reserves of the Company. Therefore, there can be no assurance that any holder of Common Stock will receive any cash, stock or other dividends on his shares of Common Stock. Future dividends on Common Stock, if any, will depend on the future earnings, financing requirements and other factors. Additional Securities Available for Issuance. The Company's Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock. At this time, 3,200,000 shares of common stock have been issued. Accordingly, including those purchasing the shares offered with the sale of these units, investors will be dependent upon the judgment of management in connection with the future issuance and sale of shares of the Company's capital stock, in the event purchasers can be found for such securities. USE OF PROCEEDS The Company will incur expenses in connection with the Offering in an amount anticipated not to exceed $3,500.00 for legal fees, accounting fees, filing fees, printing costs and other expenses. If the maximum number of Shares are sold, the Company anticipates that the net proceeds to it from the Offering will be as follows: Item Maximum Shares Sold ---- -------------------- Offering Expenses $100,000.00 Offering Expenses - ----------------- 9 Offering Expenses - ----------------- Cost of Offering $3,500.00 --------- TOTAL PROCEEDS RECEIVED: $ 96,500.00 Operating Expenses - ------------------ Working capital $ 50,000.00 Development of Internet products and Services $ 46,500.00 ----------- TOTAL $ 96,500.00 NET FUNDS AVAILABLE TO COMPANY The Company estimates that the costs of the Offering will be as follows: (i) legal fees of approximately $1,500.00, (ii) accounting fees of approximately $1,000 and (iii) printing and other miscellaneous costs of approximately $1,000. A sales commissions will be paid only to NASD broker/dealer and no other person will receive any commissions or remuneration from the Company. The net proceeds of this offering, assuming all the Units are sold, will be sufficient to sustain the planned marketing activities of the Company for a period of 6 months, depending upon the number of Units sold in the offering and other factors. Even if all the Units offered hereunder are sold, the Company will require additional capital in order to fund continued development activities and capital expenditures that must be made. The Company's business plan is based on the premise that additional funding will be obtained through funds generated from operations, the exercising of the warrants by shareholders, additional offerings of its securities, or other arrangements. There can be no assurance that any securities offerings will take place in the future, or that funds sufficient to meet any of the foregoing needs or plans will be raised from operations or any other source. DESCRIPTION OF SECURITIES The following discussion describes the stock and other securities of the Company. General. The Company currently has 100,000,000 authorized common shares, par value $.001 per share, of which 3,200,000 common shares were issued and outstanding as of the date of this Placement. All of the outstanding common shares of the Company are fully paid for and nonassessable. Voting Rights. Each share of the 3,200,000 shares of the Company's common stock held by its current shareholders is entitled to one vote at shareholders meetings. 10 Dividends. The Company has never paid a dividend and does not anticipate doing so in the near future. Options. The Company does not have any outstanding Stock Option's. Miscellaneous Rights and Provisions. Shares of the Company's common stock have no pre-emptive rights. The Shares do not have any conversion rights, no redemption or sinking fund provisions, and are not liable to further call or assessment. The Shares, when paid for by Investors, will be fully paid and nonassessable. Each share of the Company's common shares is entitled to a pro rata share in any asset available for distribution to holders of equity securities upon the liquidation of the Company. TERMS OF THE OFFERING The Company is offering to qualified investors a maximum of 2,000,000 Share (Units) at a purchase price of $0.05 per share of the Company's common stock, with a warrant that entitles the purchaser an additional common share when exercised at $0.05 per share on or before September 18th, 2001. The Company may, in its sole discretion, terminate the offering at any time. The Offering will close on the earliest of December 31st, 1998 or the election of the Company when all of the Shares are sold, in no event later than December 3 1 st, 1998. The minimum subscription is $125.00 (2,500 Shares) per Investor, although the Company, in its sole discretion, may accept subscriptions for lesser amounts. Terms of Sale: The Company hereby agrees to sell to the purchaser and the purchaser hereby agrees to subscribe for 2,500 units in the capital of the Company (the "Units") for a purchase of $0.05 US per Unit for an aggregate purchase of $125.00 US (the "Purchase Funds" ). Constitution of Shares: Each Unit will consist of one fully paid and non-assessable common share in the capital stock ( the "Share" ) of the Company and the right to purchase one share purchase warrant (the "Warrants") with terms as described below. Terms of Warrants: All Warrants will (a) be comprised in one warrant certificate ( the "Warrant Certificate" ), registered in the name of the purchaser, representing an aggregate number of Warrants which be equal to the number of Units being acquired hereunder by the Purchaser; (b) be non-transferable; (c) will be subject to the terms and conditions which are adopted by the Company for the Warrants, which terms and conditions will, amongst other things, 11 (i) provide for an adjustment in class and number of shares issuable pursuant to any exercise thereof upon the occurrence of certain events, including any subdivision, consolidation or re-classification of the shares, and (ii) not provide for any adjustment in the number of shares issuable pursuant to any exercise thereof in the event of the Company issuing any other shares, warrants or options to acquire shares at prices either above, at or below the exercise price of the Warrants; (d) and each Warrant will provide for the right to purchase one additional Share. The Warrant will be exerciseabel in whole or in part from time to time at any time prior to 4:30 p.m. (P.S.T) on September 18th, 2001 at $0.05 per Share. The Shares are being offered and sold by the Company under the exemption from registration contained in Rule 504 under Regulation D and related exemptions from state registration requirements. Rule 504 permits the Company to offer and sell its stock in an amount not exceeding $1,000,000 to an unlimited number of persons. Until 1992, Rule 504(b)(2)(ii) imposed a limited disclosure obligation of all issuers such as the Company which was intended to ensure that investors in a Rule 504 transaction were clearly advised of the restricted character of the securities being offered for sale. This requirement was eliminated in July, 1992 at which time the Securities and Exchange Commission adopted an amendment to Rule 504 that eliminated all limitations on the manner of offering of stock under that rule and/or the resale of stock purchased in reliance on that rule. Therefore, following adoption of the 1992 amendment, the securities being offered and sold by the Company pursuant to the present Offering are available for immediate resale by nonaffiliates of the issuer. The Shares are being offered on a "best efforts" basis by the Company and certain expenses of the Offering will be paid from the proceeds of the Offering. The Company anticipates that such expenses will not exceed $3,500.00 as detailed in the Use of Proceeds. DIRECTORS, OFFICERS AND KEY PERSONNEL OF THE COMPANY Officers and Directors. The following information sets forth the names of the officers and directors of the Company, their present position with the Company and biographic information: NAME POSITION HELD SINCE - ---- -------- ---------- Timothy Bulliger President and Director April 17th 1997 Arian Soheili Director, Secretary and Treasurer April 18th 1997 Lance Dusarj Director April 17th 1997 12 Timothy Bullinger: is the President and Director of the Company. Mr. Bullinger has over fifteen (15) years of experience in design and architecture. He heads a design firm that creates designs for homes, products and fashion on a international level. Mr. Bullinger also has extensive technical experience in audio recording engineering, computer generated multimedia design and extensive knowledge of the Internet. Arian Soheili : is a Director, Secretary and Treasurer of the Company. Mr. Soheili brings many years of extensive experience in the computer technology fields such as Internet, Intranet and electronic commerce. The Company aslo gains the benefit of Mr. Soheili's many years of personell, accounting and finance skills. Lance Dusanj: is a Director of the Company. Mr. Dusanj has over seven (7) years of industrial experience working at White Pine Division of MacMillan Bloedel Ltd,, and brings the Company a tremendous wealth of contacts in the industrial sector. In addition, Mr. Dusnaj has extensive experience in corporate finance and personnel management. PRINCIPAL STOCKHOLDERS The following table sets forth information concerning the shares of Common Stock of the Company owned of record and beneficially held as of the date of this Memorandum by (i) each person known to the Company to own of record or beneficially 5% or more of the 3,200,000 outstanding shares of Common Stock of the Company, (ii) each Director of the Company, and (iii) all officers and directors of the Company as a group, as of the date of this Memorandum and adjusted to reflect share holdings after the sale of the maximum number of Shares offered hereby. Ownership No Shares % No Shares % Name & Position Pre Issue Post Issue - --------------- --------- ---------- Timothy Bullinger 3,000,000 93.75% 3,000,000 73.3% REMUNERATION OF DIRECTORS AND OFFICERS Directors of the Company who are also employees of the Company receive no additional compensation for their services as Directors. The Company intends, in the future, to pay Directors who are not employees of the Company, compensation of $500 per Director's Meeting, as well as reimbursements of any out of pocket expenses incurred in the Company's behalf REPORTS The books and records of the Company will be maintained by the Company. The books of account and records shall be kept at the principal place of business of Pantheon Technologies, 13 Inc., and each shareholder, or his duly authorized representatives, shall have upon giving ten (10) days prior notice, access during reasonable business hours to such books and records, and the right to inspect and copy them. Within 120 days after the close of each fiscal year, reports will be distributed to the shareholders which will include financial statements (including a balance sheet and statements of income, shareholder's equity, and cash flows) prepared in accordance with generally accepted accounting principals, with a reconciliation to the tax information supplementary supplied, accompanied by a copy of the accountant's report. LEGAL MATTERS Gary R. Blume, Esquire, 11801 North Tatum Blvd, Suite 108, Phoenix, Arizona, 85028 will pass upon certain matters for the Company. LITIGATION The Company is not presently involved in any material litigation or other legal proceedings. ADDITIONAL INFORMATION In the opinion of the Board of Directors of the Company, this memorandum contains a fair presentation of the subjects discussed herein and does not contain a misstatement of material fact or fail to state a material fact necessary to make any statements made herein not misleading. Persons to whom offers are made will be furnished with such additional information concerning the Company and other matters discussed herein as they, or their purchaser representative or other advisors, may reasonably request. The Company shall, to the extent such information is available or can be acquired without unreasonable effort or expense, endeavour to provide the information to such persons. All offeree's are urged to make such personal investigations, inspections or inquiries as they deem appropriate. Questions or requests for additional information may be directed to Mr. Timothy Bullinger by calling (604) 73 9-7911. Requests for additional copies of this Memorandum or assistance in executing subscription documents may be directed to the Company. STATE RESTRICTIONS AND DISCLOSURES FOR UNREGISTERED SECURITIES OFFERINGS NOTICE TO ARIZONA RESIDENTS: These securities are being sold in reliance upon Arizona!s Limited Offering exemption from registration pursuant to ARS. 44-1844. 14 THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT, AS AMENDED, AND THEREFORE, CANNOT BE TRANSFERRED OR RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE. As a purchaser of such securities hereby represent that I understand these securities cannot be resold without registration under the Arizona Securities Act or an exemption therefrom. I am not an underwriter within the meaning of ARS 44-1801(17), and I am acquiring these securities for myself, not for other persons. If qualifying as a non-accredited investor, I further represent that this investment does not exceed 20% of my net worth (excluding principal residence, furnishings therein and personal automobiles). NOTICE TO CALIFORNIA RESIDENTS: These securities are being sold in reliance upon California's Limited Offering Exempti on. 25102(f) of the California Code, as amended. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS MEMORANDUM HAS NOT BEEN QUALIFIED WITH THE COMMSSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFROM PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS' EXEMPT FROM THE QUALIFICATIONS BY SECTION 25100, 25102 OR 26105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. NOTICE TO COLORADO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, IF SUCH REGISTRATION IS REQUIRED. 15 NOTICE TO NEW YORK RESIDENTS: THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION OF THE CONTRARY IS UNLAWFUL. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT AND DOES NOT OMIT ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT. CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPOSED TO BE SUMMARIZED HEREIN. Purchaser Statement: I understand that this Offering of Shares has not been reviewed by the Attorney General of the State of New York because of the Offeror's representations that this intended to be a non-public Offering pursuant to the Regulation D Rule 504 or 505, and that if all of the conditions and limitations of Regulation D are not complied with, the Offering will be resubmitted to the Attorney General for amended exemption. I understand that any literature used in connection with this Offering has not been previously filed with the Attorney General and has not been reviewed by the Attorney General. This Investment Unit is being purchased for my own account for investment, and not for distribution or resale to others. I agree that I will not sell or otherwise transfer these securities unless they are registered under the Federal Securities Act of 1933 or unless an exemption from such registration is available. I represent that I have adequate means of providing for my current needs and possible personal contingencies of financial problems, and that I have no need for liquidity of this investment. It is understood that all documents, records and books pertaining to this investment have been made available to my attorney, my accountant, or my offeree representative and myself, and that, upon reasonable notice, the books and records of the issuer will be available for inspection by investors, at reasonable hours at the principal place of business. 16 EXHIBITS Pantheon Technologies, Inc. --------------------------- SUBSCRIPTION DOCUMENT 1. The undersigned hereby subscribes for common stock (hereinafter "Shares"), as described in the Private Offering Memorandum dated September 18th, 1998 ("Memorandum"), of Pantheon Technologies, Inc., a Florida corporation (the "Company"), being offered by the Company for a purchase price of $0.05 per Unit and tenders herewith the sum of $ in payment therefor, together with tender of this Subscription Document. 2. The undersigned represents and warrants that he is a bona fide resident of the State of _____________________. 3. The undersigned acknowledges: a. Receipt of a copy of the Private Offering Memorandum; b. That this subscription, if accepted by the Company, is legally binding and irrevocable; c. The Company has over 19 years of financial and operating history; d. That the Shares have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in that Act, and that the Shares have not been registered under the securities acts of any state in reliance upon exemptions contained in certain state's securities laws; and e. That the representations and warranties provided in this Subscription Document are being relied upon by the Company as the basis for the exemption from the registration requirements of the Securities Act of 1933 and of the applicable state's securities laws. 4. The undersigned represents and warrants as follows: a. That the undersigned subscriber is purchasing said Shares as an investment and said Shares are purchased solely for the undersigned's own account. b. That the undersigned subscriber has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Shares; 17 c. That the undersigned subscriber is able to bear the economic risk of an investment in the Shares; d. That the undersigned subscriber has read and is thoroughly familiar with the Private Offering Memorandum and represents and warrants that he is aware of the high degree of risk involved in making investment in the Shares; e. That the undersigned subscriber's decision to purchase the Shares is based solely on the information contained in the Private Offering Memorandum and on written answers to such questions as he has raised concerning the transaction; f. That the undersigned subscriber is purchasing the Shares directly from the Company and understands that neither the Company nor the Offering is associated with; endorsed by nor related in any way with any investment company, national or local brokerage firm or broker dealer. The undersigned subscriber's decision to purchase the Shares is not based in whole or in part on any assumption or understanding that an investment company, national or local brokerage firm or other broker dealer is involved in any way in this Offering or has endorsed or otherwise recommended an investment in these Shares. g. That the undersigned subscriber has an investment portfolio of sufficient value that he could suitably absorb a high risk illiquid addition such as an investment in the Shares. h. The undersigned further represents that (INITIAL APPROPRIATE CATEGORY): [ ] I am a natural person whose individual net worth, or joint worth with my spouse at the time of purchase, exceeds $200,000; [ ] I am a natural person who had an individual income in excess of $50,000 or joint income with my suppose in excess of $50,000 in each of the two most recent years and who reasonably expects an income in excess of those amounts in the current year; i. That Regulation D requires the Company to conclude that each investor has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the shares, or to verify that the investor has retained the services of one or more purchaser representatives for the purpose of evaluating the risks of investment in the shares and hereby represents and warrants that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the shares and of making an informed investment decision and will not require a purchaser representative. 18 5. The undersigned understands and agrees that this subscription is made subject to each of the following terms and conditions: a. The Company shall have the right to accept or reject this subscription, in whole or part, for any reason. Upon receipt of each Subscription Document, the Company shall have until December 3 1 st, 1998 in which to accept or reject it. If no action is taken by the Company within said period, the subscription shall be deemed to have been accepted. In each case where the subscription is rejected, the Company shall return the entire amount tendered by the subscriber, without interest; b. That the undersigned subscriber will, from time to time, execute and deliver such documents or other instruments as may be requested by the Company in order to aid the Company in the consummation of the transactions contemplated by the Memorandum. 6. The undersigned hereby constitutes and appoints the Company, with full power of substitution, as attorney-in-fact for the purpose of executing and delivering, swearing to and filing, any documents or instruments related to or required to make any necessary clarifying or conforming changes in the Subscription Document so that such document is correct in all respects. 7. As used herein, the singular shall include the plural and the masculine shall include the feminine where necessary to clarify the meaning of this Subscription Document. All terms not defined herein shall have the same meanings as in the Memorandum. IN WITNESS WHEREOF, the undersigned has executed this Subscription Document this ____ day of _______, 1998. Number of Shares ___________________ Total amount tendered $__________________ INDIVIDUAL OWNERSHIP: ____________________________________________________ Name (Please type or Print) ____________________________________________________ Signature ____________________________________________________ Social Security Number 19 JOINT OWNERSHIP: ____________________________________________________ Name (Please Type or Print) ____________________________________________________ Signature ____________________________________________________ Social Security Number OTHER OWNERSHIP ____________________________________________________ Name (Please Type or Print) By: ________________________________________________ (Signature) ____________________________________________________ Title ____________________________________________________ Employer Identification Number ADDRESS: ______________________________________________________________________ Street City State Zip Phone (Residence) _____________________; Phone (Business)_______________________ I do hereby certify that the representations made herein concerning my financial status are true, and that all other statements contained herein are true, accurate and complete to the best of my knowledge. Date: ___________________________, 1998. Signature _______________________________ 20 CERTIFICATE OF DELIVERY I hereby acknowledge that I delivered the foregoing Subscription Document to _____________ on the _____ day of ________________, 1998. ________________________________________ Signature ACCEPTANCE This Subscription is accepted by PANTHEON TECHNOLOGIES, INC., as of the ___ day of _______________________, 1998. PANTHEON TECHNOLOGIES, INC. By: ____________________________________ Director 21 EX-99.3 8 PPM DATED MARCH 1, 1999 CONFIDENTIAL NOT TO BE REPRODUCED OR DISTRIBUTED Memorandum No. Name of Offeree: PRIVATE PLACEMENT MEMORANDUM Pantheon Technologies, Inc. (a Florida Corporation) ("Company") 166,600 Common Shares and 166,600 Common Share Purchase Warrants $.001 Par Value $0.60 Per Share Warrant exercisable at $0.65 per Share expiring on March 1st, 2003 MINIMUM INVESTMENT 1,666 SHARES $1,000.00 Principal Executive Offices: 1628 West St. Ave, Suite 237 Vancouver, BC, V6J-lG1 (604) 739-7911 The date of this Memorandum is March 1, 1999 PANTHEON TECHNOLOGIS, INC. Type of securities offered Shares of the Company's common stock, $0.001 par value. Number of Securities offered : 166,600 Shares. Price per security : $0.60 per share. Total proceeds : If all shares sold : $100,000.00 Is a commissioned selling agent selling the securities in this offering ? Yes [ ] [X] No If yes, what percent is commission of price to public ? Is there other compensation to selling agent(s) ? Yes [ ] [X] No Is there a finder's fee or similar payment to any person ? Yes [ ] [X] No Is there an escrow of proceeds until minimum is obtained ? Yes [ ] [X] No Is this offering limited to members of a special group, such as employees of the Company or individuals ? Yes [ ] [X] No Is transfer of the securities restricted ? Yes [ ] [X] No THIS OFFERING OF SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COWISSION PASSED UPON THE ACCURACY OR ADEQUACY& THIS MFMORAND UW ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE OFFERING 97LL TERMINATE UPON THE EARLIER OF ALL OF THE S8ARES OR MARCH 31st, 1999. THE COMPANY IS NOT REQUIRED TO SELL ANYM?N1MUM NUMBER OF SHARESIN ORDER TO SELL SHARES IN THE OFFERING THE COMPANY MA Y, IN ITS DISCRETION, CONDUCT MULTIPLE CLOSINGS. (SEE DESCRIPT~ON OF THE OFFERING. 2 THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONVECTION WITH THE PRIVATE PLACEMENT~ OF THE SHARES OFFERED HEREBY AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE THE OFFEREE AGREES TO RETURN TO THE COMPANY THIS MEMORANDUM AND ALL ATTACHMENTS AND RELATED DOCUMENTATIONIF THE OFFEREE DOES NOTSUBSCRIBE TO PURCHASE SHARES IN THE OFFERING. THESE SECURITIES ARE BEING OFFERED ONLY TO INVESTORS WHO THE OFFEROR BELIEVES HAVE THE QUAL)TICA TIONS NECESSARY TO PERMIT THE SECURITIES TO BE OFFERED AND SOLD UNDER APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE STATUTES. THE OFFEROR WILL BE THE SOLE JUDGE OF WHETHER AN INVESTOR POSSESSES SUCH UNDERSTANDING DELIVERY OF THIS MEMORANDUM AND ASSOCIATED DOCUMENTATION, THE OFFEROR DOES NOT INTEND TO EXTEND AN AN OFFER TO BUY THESE SECURITIES UNTIL THE THE OFFEREE IS QUALIFIED AND COMMUNICATES SUCH DETERMINATION TO INVESTORS IN WRITING. THE SHARES ARE BEING OFFERED IN A PRIVATE PLACEMENT TO A LIMITED NUMBER OF INVESTORS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR ANY FIRM OR INDIVIDUAL WHO DOES NOT POSSESS THE QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR THE SECURITIES LAWS OF FLORIDA OR 0THER STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS THERE IS NO PUBLIC MARKET FOR SECURITIES OF THE COMPANY EVEN IF SUCH MARKET EXISTED, PURCHASERS OF SHARES WILL BE REQUIRED TO REPRESENT THAT THE SHARES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WILL NOT BE ABLE TO RESELL THE SHARES UNLESS THE SHARES ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SHARES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME THE PURCHASE OF THESE SECURITIES SHALL ENTAIL A HIGH DEGREE OF RISK. THESE SECURITIES ARE SUITABLE ONLY FOR PERSONS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES AND HAVE NO LIQUIDITY IN THIS INVESTMENT NO ONE SHOULD INVEST IN THE SHRES WHO IS NOT PREPARED TO LOSE THEIR ENTIRE INVESTMENT PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS INDICATED UNDER "RISK FACTORS." 3 INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ETHER WRITTEN OR ORAL, FROM THE COMPANY, ITS EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT ADVICE. EACH INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX ACCOUNTING, AND RELATED MATTERS CONCERNING HIS INVESTMENT AND ITS SUITABILITY FOR THEM. NO PERSON (OTHER THAN OFFICERS OF THE COMPANY TO WHOM REQUESTS ARE DIRECTED FOR ADDITIONAL INFORMATION CONCERNING THIS OFFERING) IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS (WHETHER ORAL OR WRITTEN IN CONNECTION WITH THIS OFFERING EXCEPT SUCH INFORMATION AS IS CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM AND THE ATTACHMENTS THERETO AND DOCUMENTS REFERRED TO HEREIN. ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN AND THEREIN MAYBE RELIED UPON AS HAVING BEEN AUTHORIZED. THE SECURITIES OFFERED HEREBY WILL BE SOLD TO SUBJECT TO THE STOCK SUBSCRIPTION AGREEMENT ATTACHED AS ATTACHMENT A OF THIS MEWORANDUM, WHICH CONTAINS CERTAIN REPRESENTATIOM WARRANTIES, TERMS AND CONDITIONS. EACH INVESTOR SHOULD CAREFULLY REVIEW THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT BEFORE INVESTING. This Company: [ ] Has never conducted operations. [X ] Is in the development stage,~ [ ] Is currently conducting operations. [ ] Has shown a profit in the last fiscal year. [ ] Other( Specify) (Check at one, as appropriate ) This offering has been registered for offer and sale in the following states : State State File No Effective Date - ----- ------------- -------------- 4 TABLE OF CONTENTS Cover Page 1 Disclosure Statements 2 Table of Contents 5 Summary of the Offering: 6 The Company 6 Risk Factors 7 Use of Proceeds 9 Description of Securities 10 Terms of the Offering 11 Directors, Officers and key Personnel of the Company 12 Principal Stockholders 13 Remuneration of Director s and Officers 13 Reports 14 Legal Matters 14 Litigation 14 Additional Information 14 State Restrictions 14-16 EXHIBITS Exhibit A Subscription Agreement 17-21 This is an original unpublished work protected under copyright laws of the United States and other countries. All Rights Reserved. Should publication occur, then the following notice shall apply: Copyright 1999 Pantheon Technologies, Inc. All Rights Reserved. No part of this document may be reproduced, stored in a retrieval system or transmitted, in any form or any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Pantheon Technologies, Inc. 5 SUMMARY OF THE OFFERING The following material is intended to summarize information contained elsewhere in this Memorandum. This summary is qualified in its entirety by express reference to the Memorandum and the exhibits referred to therein. Each prospective investor is urged to read this Memorandum in its entirety. Pantheon Technologies, Inc, a Florida corporation (the " Company "), is the issuer of the Shares. The address of the Company is 1~628 West St. Ave, Suite 237, Vancouver, BC, V6J- 1Gl. The Offering. The Company is Offering up to 166,600 of its common stock, par value $.001 per share (the "Shares"). The Minimum investment for an Investor is 1,666 Shares, or $1,000.00 The Company, in its sole discretion ~ may accept subscriptions for up to an aggregate of 166,600 or $100,000.00 until March 31st,)999, or until such earlier date as the Company determines that this Offering shall be terminated. In its sole discretion, the Company may elect to terminate this Offering even if subscriptions fi' Shares have been received and accepted by the Company. S*ee "Terms of the Offering" and "Subscription for Shares". Company's Business: The Company is involved in the development of Internet related products and services. Risk Factors: The offering invo'ves speculative investment with substantial risks, including those associated with an unproven startup venture, and risks associated with the industry. Although the Company will use its best efforts, to protect the investments of the Investors, there is no assurance that the Company's efforts will b successful. Accordingly, a prospective Investor should not view the Company or its officers, dire tors, employees or agents as guarantors of the financial success of an investment in the Shares. See "Risk Factors". Limited Transferability of the Sh alres. The Shares have not been registered under the 1933 Act or the securities laws of any state. the Shares of common stock purchased pursuant to this Offering will not be "restricted" shares because the shares are offered under Rule 504 and this offering is excluded from the provisions of Regulation D pertaining to restricted shares. This does not mean, however, that a public market does exist for the Shares. No market exists now and none is foreseen. See "Risk Factors" and "Terms of the Offering". Limitation of Liability. Except for the amounts paid by Investors for their purchase of any Shares, and as required by Florida State ]law, no investor will be liable for any debts of the Company or be obligated to contribute any additional capital or funds to the Company. See " Risk Factors". Suitability Standards. Each Investor must meet certain eligibility standards established by the Company for the purchase of the Shares. See "Tenns of the Offering" and "Subscription for Shares". 6 Use of Proceeds. The Company plans to use the money received from this offering to cover the costs involved with promoting and marketing the Company's products and services and public relations. The funds will not be deposited into an escrow account and will be available to the Company immediately. No minimum amount of Shares is required to be sold. THE COMPANY Exact corporate name: Pantheon Technologies, Inc. State and date of incorporation: Florida State April 17th, 1997. Street address of principal office: 1628 West St. Ave, Suite 237 Vancouver, BC, V6J-1G1 (604) 739-7911 Fiscal Year: December 31. PRODUCTS The Company is engaged in the development of Internet related products and services. MATERIAL CONTRACTS The Company has a contract with Thor Equity Group for investor relation services. MARKETING APPROACHES The Company intends to establish a e-commerce based business through the Internet. RISK FACTORS An investment in the Shares involves a high degree of risk. No prospective Investor should acquire the Shares unless he can afford a complete loss of his investment. The risks described below are those which the Com! any deems most significant as of the date hereof. Other factors which may have a material impact on the operations of the Company may not be foreseen. In addition to the other factors set forth elsewhere in this Memorandum, prospective Investors should carefully consider the following specific risk factors: 7 A. OPERATING RISKS General. The economic success of an investment in the Shares depends, to a large degree, upon many factors over which the Company has no control. These factors include general economic, industrial and international conditions; inflation or deflation; fluctuation in interest rates; the availability of, and fluctuations in the money supply. The extent, type and sophistication of the Company's competition; and government regulations. Development Stage Company, The Company was organized in 1997 and has engaged in minimal business operations. Accordingly, the Company is a development stage company as defined by Statement of Financial Accounting Standards No. 7. Dependence on Key Personnel. The Company's success will depend, in large part, upon the talents and skills of key nt personnel. To the extent that any of its management personnel is unable or refuses to: continue association with the Company, a suitable replacement would have to be found. There is no assurance that the Company , would be able to find suitable replacements for such personnel, or that suitable person. Lack of Adequate Capital, Additional capital will be required in the Company's future operations. In the absence of any additional funding, the Company's operations may be affected negatively. Therefore, the Company's management will be careful and use its best judgement in directing the affairs of the Company in a manner that maximizes its chances of success and, accordingly, the best chances of raising future funding. Inherent Business Risks~ The business that the Company plans to engage in involves substantial and inherent risks associated with a start-up and development company with limited financial resources. B. INVESTMENT RISKS Speculative Investment. The Shares are a very speculative investment. There can be no assurance that the Company will ~i attain its objective and it is very likely that the Company will not be able to advance any business activities and Investors could lose their entire investments. Arbitrary Purchase Price; No Market. The purchase price for the Shares has been arbitrarily determined by the Company, and is not necessarily indicative of their value. No assurance is or can be given that the Shares, although transferable, could be sold for the purchase price, or for any amount. There currently is no market for resale of the Shares. Restriction of Transferability. While the Company believes that no restriction exists for the transfer of the Shares being offered by the Company, an investment in the Shares may be a long term investment. Investors who do not wish or who are not financially able to hold the Shares for a substantial period of time are advised against purchasing Shares. The Shares are not 8 registered under the 1933 Act or under the securities laws of any state, but are being offered by the Company under the exemption from registration provided by Rule 504 under Regulation D and related state and foreign exceptions. "Best Efforts" Offering: The Shares are being offered on a "best efforts" basis by the Company. No person or entity is committed to purchase or take down any of the Shares offered pursuant to this Offering. No escrow account is maintained and no minimum amount is required to be sold. Funds will be available to the Company upon receipt. Management and Operation Experience. The Company's officers, directors and other personnel have engaged in a varliety of businesses and have been involved in business financing, operations and marketing, but their experience in these fields is limited. There is no assurance that such experience will result in the success of the Company. Other Risks. No assurance can be given that the Company will be successful in achieving its stated objectives, that the Company's business is undertaken by the Company, will generate cash sufficient to operate the business of the Company or that other parties entering into agreements relating to the Company's business will meet their respective obligations. Dividends. The Company's Board of Directors presently intends to cause the Company to follow a policy of retaining earnings, if any, for the purpose of increasing the net worth and reserves of the Company. Theref~re, there can be no assurance that any holder of Common Stock will receive any cash, stock or other dividends on his shares of Common Stock. Future dividends on Common Stock, if any, will depend on the future earnings, financing requirements and other factors. Additional Securities Available for Issuance. The Company's Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock. At this time, 7,200,000 shares of common stock have been issued. Accordingly, including those purchasing the shares offered with the sale of these units, investors will be dependent upon the judgement of management in connection with the future issuance and sale of shares of the Company's capital stock, in the event purchasers can be found for suchl~ securities. USE OF PROCEEDS The Company will incur expenses in connection with the Offering in an amount anticipated not to exceed $3,500.00 for I:gal fees, accounting fees, filing fees, printing costs and other expenses. If the maximum number of Shares are sold, the Company anticipates that the net proceeds to it from the Offering Will be as follows: Item Maximum Shares Sold - ---- ------------------- Gross Proceeds of Offering $100,000.00 9 Offering Expenses - ----------------- Cost of Offering $ 3,500.00 ----------- TOTAL PROCEEDS RECEIVED: $ 96,500.00 Operating Expenses - ------------------ Development of Internet products and services $ 96,500.00 ----------- TOTAL $ 96,500.00 NET FUNDS AVAILABLE TO COMPANY The Company estimates that the costs of the Offering will be as follows: (i) legal fees of approximately $1,500.00, (ii) accounting fees of approximately $1,000.00 and (iii) printing and other miscellaneous costs of approximately $1,000.00. A sales commissions will be paid only to NASD broker/dealers and no other person will receive any commissions or remuneration from the Company. The net proceeds of this offering, assuming all the Shares are sold, will be sufficient to sustain the planned marketing and development activities of the Company for a period of 6 months, depending upon the number of Shares sold in the offering and other factors. Even if all the Shares offered hereunder are sold, the Company will require additional capital in order to fund continued development activities and capital expenditures that must be made. The Company's business plan is based on the premise that additional funding will be obtained through funds generated from operations, the ~ xercising of the options and warrants by shareholders, additional offerings of its securities, or other arrangements. There can be no assurance that any securities offerings will take place in the future, or that funds sufficient to meet any of the foregoing needs or plans will be raised from operations or any other source. DESCRIPTION OF SECURITIES The following discussion describes the stock and other securities of the Company. General. The Company currently has 100,000,000 authorized common shares, par value $.001 per share, of which 7,200,000 common shares were issued and outstanding as of the date of this Placement. All of the outstanding common shares of the Company are fully paid for and nonassessable. Voting Rights. Each share of the 7,200,000 shares of the Company's common stock held by its current shareholders is entitled to one vote at shareholders meetings. 10 Dividends, The Company has never paid a dividend and does not anticipate doing so in the near future. Options. The Company currently has no options outstanding in relation to its common stock. Miscellaneous Rights and Provisions. Shares of the Company's common stock have no pre-emptive rights. The Shares Oo not have any conversion rights, no redemption or sinking fund provisions, and are not liable to further call or assessment. The Shares, when paid for by Investors, will be fully paid and! nonassessable. Each share of the Company's common shares is entitled to a pro rata share in any asset available for distribution to holders of equity securities upon the liquidation of the Company. TERMS OF THE OFFERING The Company is offering' to qualified investors a maximum of 166,600 Share (Units) at a purchase price of $0.60 per share of the Company's common stock, with a warrant that entitles the purchaser an additional common share when exercised at $0.65 per share on or before March 31st., 2003. The Company may, in its sole discretion, terminate the offering at any time. The Offering will close on the earliest of March 31st, 1999 or the election of the Company when all of the Shares are sold, in no event later than March 31st, 1999. The minimum subscription is $1,000.00 (1,666 Shares) per Investor, although the Company, in its sole discretion, may accept subscriptions for lesser amounts. Terms of Sale: The Company hereby agrees to sell to the purchaser and the purchaser hereby agrees to subscribe for 11,666 units in the capital of the Company (the "Units") for a purchase price of $0.60 USD per Unit for an aggregate purchase of $ 1,000.00 USD (the "Purchase Fund"). Constitution of Shares : Each Unit will consist of one fully paid and non-assessable common share in the capital stock ( the "Share" ) of the Company and the right to purchase one share purchase warrant ( the "Warrants" ) with terms as described below. Terms of Warrants: All Warrants will; (a) be comprised in one warrant certificate ( the "Warrant Certificate" ), registered in the name of the purchaser, representing an aggregate number of Warrants which be equal to the number of Units being acquired hereunder by the purchaser; (b) be non-transferabte; (c) will be subject to the terms and conditions which are adopted by the Company for the Warrants, which terms and conditions will, amongst other things. 11 (i) provide for an adjustment in class and number of shares issuable pursuant to any exercise thereof upon the: occurrence of certain events, including any subdivision, consolidation or re-classification of the shares, and (ii) not provide for any adjustment in the number of shares issuable pursuant to any exercise thereof in event~ of the Company issuing any other shares, warrants or options to acquire shares at prices either above, at or below the exercise price of Warrants; (d) and each Warrant will provide for the right to purchase one additional Share. The Warrant will be exercised in whole or in part from time to time at any time prior to 4:30 p.m. (PST) on March St., 2003 at $0.65 per Share. The Shares are being offered and sold by the Company under the exemption from registration contained in Rule 504 under Regulation D and related exemptions from state registration requirements. Rule ~04 permits the Company to offer and sell its stock in an amount not exceeding $1,000,000 to unlimited number of persons. Until 1992, Rule 504(b)(2)(ii) imposed a limited disclosure obligation of all issuers such as the Company which was intended to ensure that investors in a Rule 04 transaction were clearly advised of the restricted character of the securities being offered for sale. This requirement was eliminated in July, 1992 at which time the Securities and Exchange Commission adopted an amendment to Rule 504 that eliminated all limitations on the manner of offering of stock under that rule and/or the resale of stock purchased in reliance on that rule. There~bre, following adoption of the 1992 amendment, the securities being offered and sold by the Company pursuant to the present Offering are available for immediate resale by nonaffiliates of the issuer. The Shares are being offered on a "best efforts" basis by the Company and certain expenses of the Offering will be Paid from the proceeds of the Offering. The Company anticipates that such expenses will not exceed $3,500.00 as detailed in the Use of Proceeds. DIRECTORS, OFFICERS AND KEY PERSONNEL OF THE COMPANY Officers and Directors, The following information sets forth the names of the officers and directors of the Company, their present position with the Company and biographic information: NAME POSITION HELD SINCE - ---- -------- ---------- Timothy Bullinger President & Director April 1997 Arian Soheili Secretary, Treasurer & Director April 1997 Lance Dusanj Director April 1997 12 Timothy Bullinger: is the President and Director has over fifteen (15) years of experience indesign and architecture. He heads a design firm that creates designs for homes, products, furniture and fashion on an international level. Mr. Bullinger also has extensive technical experience in audio recording engineering, computer generated multimedia design and extensive knowledge of the Internet. Arian Soheili : is a Director, Secretary and Treasurer of the Company. Mr. Soheili brings many years of extensive experience in the computer technology fields such as Internet, Intranet and electronic commerce. The Company also gains the benefit of Mr. Soheili's many years of personnel, accounting and finance skills. Lance Duaan is a Director of experience working at White Pine Company. Mr. Dusanj has over seven (7) years of industrial eexperience working at White Pine Division of MacMillan Bloedel Ltd., and brings the Company a tremendous wealth of contacts in the industrial sector. In addition, Mr. Dusanj has extensive experience in corporate finance and personnel management. PRINCIPAL STOCKHOLDERS The following table sets forth information concerning the shares of Common Stock of the Company owned of record and beneficially held as of the date of this Memorandum by (i) each person known to the Company to own of record or beneficially 5% or more of the 7,200,000 Stock of the Company, (ii) each Director of the Company, and (iii) all officers and directors of the Company as a group, as of the date of this Memorandum and adjusted to reflect share holdings after the sale of the maximum number of Shares offered hereby. Ownnership No Shares % No Shares % Name & Position Pre Issue Post Issue - --------------- --------- ---------- Timothy Bullinger 3,000,000 41.66% 7,366,600 40.7% REMUNERATION OF DIRECTORS AND OFFICERS Directors of the Company who are also employees of the Company receive no additional compensation for their services as Directors. The Company intends, in the future, to pay Directors who are not employees of the Company, compensation of $500 per Director's Meeting, as well as reimbursements of any out of pocket expenses incurred in the Company's behalf REPORTS The books and records ofthe Company will be maintained by the Company. The books of account and records shall be kept at the principal place of business of Pantheon Technologies, Inc. 13 and each shareholder, or his du1y authorized representatives, shall have upon giving ten (10) days prior notice, access during reasonable business hours to such books and records, and the right to inspect and copy them. Within 120 days after the close of each fiscal year, reports will be distributed to the shareholders which will include financial statements (including a balance sheet and statements of income, shareholder's equity, and cash flows) prepared in accordance with generally accepted accounting principals, with a reconciliation to the tax information supplementary supplied by a copy of the accountant's report. LEGAL MATTERS Gary R. Blume, Esquire 11801 North Tatum Blvd, Suite 108, Phoenix, Arizona, 85028 will pass upon certain matters for the Company. LITIGATION The Company is not presently involved in any material litigation or other legal proceedings. ADDITIONAL INFORMATION In the opinion of the Board of Directors of the Company, this memorandum contains a fair presentation of the subjects discussed herein and does not contain a misstatement of material fact necessary to make any statements made herein not misleading or fail to state a material fact necessary to make any statements made herein not misleading. Persons to whom offers are made will be furnished with such additional information concerning the Company and other matters discussed herein as they, or their purchaser representative or other aadvisors, may reasonable request. The Company shall, to the extent such information is available or can be acquired without unreasonable effort or expense, endeavour to provide the information to such persons. All offerees are urged to make such personal investigations, inspections or inquiries as they deem appropriate. Questions or requests for additional information may be directed to Mr. Timothy Bullinger by calling (604) 739-7911. Requests for additional copies of this Memorandum or assistance in executing subscription documents may be directed to the Company. STATE ESTRICTIONS AND DISCLOSURES FOR UNREGISTERED SECURITIES OFFERINGS NOTICE TO ARIZONA RESIDENTS: These securities are being sold in reliance upon Arizona's Limited Offering exemption from registration pursuant to A.R.S. 44-1844. 14 THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE THE ARIZONA SECURITIES ACT, AS AMENDED, AND THEREFORE, CANNOT BE TRANSFERRED OR RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE. As a purchaser of such securities hereby represent that I understand these securities cannot be resold without registration under the Arizona Securities Act or an exemption therefrom. I am not an underwriter within the meaning of AR.S 44-1801(17), and I am acquiring these securities for myself, not for other persons. If qualifying as a non-accredited investor, I further represent that this investment does not exceed 20% of my net worth ( excluding principal residence, furnishings therein and personal automobiles). NOTICE TO CALIFORNIA RESIDENTS: These securities are being sold in reliance upon California's Limited Offering Exemption. 25102(f) of the California Code, as amended. THE SALE OF THE SECURITIES WHICH ARE RHE SUBJECT OF THIS MEMORANDUM HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND TTHE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFROM PRIOR TO SUCH QUALIFICATIONS BY SECTION 25100, 25102 OR 26105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. NOTICE TO COLORADO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, IF SUCH REGISTRATION IS REQUIRED. 15 NOTICE TO NEW YORK RESIDENTS: THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION OF THE CONTRARY IS UNLAWFUL. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT AND DOES NOT ONUT ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPOSED TO BE SUMMARIZED HEREIN. Purchaser Statement: I understand that this Offering of Shares has not been reviewed by the Attorney General of the State of New York because of the Offeror's representations that this intended to be a non-public Offering pursuant to the Regulation D Rule 504 or 505, and that if all of the conditions and limitations of Regulation D'i are not complied with, the Offering will be resubmitted to the Attorney General for amended exemption. I understand that any literature used in connection with this Offering has not been previ olusly filed with the Attorney General and has not been reviewed by the Attorney General. This 1~ Investment Unit is being purchased for my own account for investment, and not for distribution or resale to others. I agree that I will not sell or otherwise transfer these securities unless they are registered under the Federal Securities Act of 1933 or unless an exemption from such registration is available. I represent that I have adequate means of providing for my current needs and possible personal contingencies of financial problems, and that I have no need for liquidity of this investment. It is understood that all documents, records and books pertaining to this investment have been made available to my attorney, my accountant, or my offeree representative and myself, and that, upon reasonable notice, the books and records of the issuer will be available for inspection by investors, at reasonable hours !at the principal place of business. 16 EXHIBITS Pantheon Technologies, Inc. --------------------------- SUBSCRIPTION DOCUMENT 1. The undersigned hereby subscribes for 166,600 shares of common stock (hereinafter "Shares"), as described in the Private Offering Memorandum dated March St., 1999 ("Memorandum"), of Pantheon Technologies, Inc., a Florida corporation (the "Company"), being offered by the Company for a purchase price of $0.60 per Unit and tenders herewith the sum of $ in payment therefor, together with tender of this Subscription Document. 2. The undersigned represents and warrants that he is a bona fide resident of the State of 3 The undersigned acknowledges: a. Receipt of a copy of the Private Offering Memorandum; b. That this subscription, if accepted by the Company, is legally binding and irrevocable; c. That the Company has a very limited financial and operating history; d. That the Shares have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in that Act, and that the Shares have not been re istered under the securities acts of any state in reliance upon exempt ~ted in certain state's securities laws; and e. That the representations and warranties provided in this Subscription Document are being relied u)on by the Company as the basis for the exemption from the registration requirements of the Securities Act of 1933 and of the applicable state's securities laws. 4. The undersigned represents and warrants as follows: a. That the undersigned subscriber is purchasing said Shares as an investment and said Shares are purchased solely for the undersigned's own account. 17 b. That the undersigned subscriber has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Shares; c. That the undersigned subscriber is able to bear the economic risk of an investment in the Shares; d. That the undersigned subscriber has read and is thoroughly familiar with the Private Offering Memorandum and represents and warrants that he is aware of the high degree of risk involved in making investment in Shares; e. That the undersiged subscriber's decision to purchase the Shares is based solely on the information contained in the Private Offering Memorandum and on written answers to such questions as he has raised concerning the transaction; f. That the undersigned subscriber is purchasing the Shares directly from the Company and understands that neither the Company nor the Offering is associated with; endorsed by nor related in any way any investment company, national or local brokerage firm or broker dealer. The undersigned subscriber's decision to purchase the Shares is not based in whole or in part on any assumption or understanding that an investment company, national or local brokerage firm or other broker dealer is involved in any way in this Offering or has endorsed or otherwise recommended an investment in these Shares. g. That the undersigned subscriber has an investment portfolio of sufficient value that he could suitably absorb a high risk illiquid addition such as an investment in the Shares. h. The undersigned further represents that (INITIAL APPROPRIATE CATEGORY): [ ] I am a natural person whose individual net worth, or joint worth with my spouse at the time of purchase, exceeds $200,000; [ ]I am a natural person who had an individual income in excess of $50,000 or joint income with my supose in excess of $50,000 in each of the two most recent years and who reasonably expects an income in excess of those amounts in the current year; i. That Regulation D requires the Company to conclude that each investor sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the shares, or to verify that the Investor has retained the services of one or more purchaser representatives for the purpose of evaluating the risks of investment in the shares, 18 and hereby represents and warrants that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the shares and of making an informed investment decision and will not require a purchaser representative. 5. The undersigned understands and agrees that this subscription is made subject to each of the following terms and conditions: a. The Company shall have the right to accept or reject this subscription, in whole or part, for any reason. Upon receipt of each Subscription Document, the Company shall have until March 31st, 1999 in which to accept or reject it. If no action is taken by the Company within said period, the subscription shall be deemed to have been accepted. In each case where the subscription is rejected, the Company shall return the the entire amount tendereed by the subscriber, without interest; b. That the undersigned subscriber will, from time to time, execute and deliver such documents or other instruments as may be requested by the Company in order to aid the Company in the consummation of the transactions contemplated by the Memorandum. 6. The undersigned hereby constitutes and appoints the Company, with full power of substitution, as attorney-in-fact for the purpose of executing and delivering, swearing to and filing, any documents or instruments related to or required to make any necessary clarifying or conforming changes in the Subscription Document so that such document is correct in all respects. 7. As used herein, the singular shall include the plural and the masculine shall include the feminine where necessary to clarify the meaning of this Subscription Document. All terms not defined herein shall have the same meanings as in the Memorandum. IN WITNESS WHEREOF, the undersigned has executed this Subscription Document this day of 1999. Number of Shares Total amount tendered $ INDIVIDUAL OWNERSHIP: _______________________________________________________ Name ( Please Type or Print ) _______________________________________________________ Signature Social Security Number 19 JOINT OWNERSHIP: _______________________________________________________ Name (Please Type or Print) _______________________________________________________ Signature _______________________________________________________ Social Security Number OTHER OWNERSHIP _______________________________________________________ Name (Please Type or Print) By: ___________________________________________________ (Signature) _______________________________________________________ Title _______________________________________________________ Employer Identification Number ADDRESS: ______________________________________________________________ Street City State Zip Phone (Residence) __________________; Phone (Business) ___________________ I, do hereby certify that the representations made herein concerning my financial status are true, and that all other statements contained herein are true, accurate and complete to the best of my knowledge. Date: ,1999. ___________________________________ Signature 20 CERTIFICATE OF DELIVERY I hereby acknowledge that I delivered the foregoing Subscription Document to on the day of ,1999. ___________________________________ Signature ACCEPTANCE This Subscription is accepted by Pantheon Technologies, Inc., as of the day of ,1999. Pantheon Technologies, Inc. PANTHEON TECHNOLOGIES, INC. By: _______________________________ Director 21 EX-99.4 9 PPM DATED AUGUST 18, 1999 CONFIDENTIAL NOT TO BE REPRODUCED OR DISTRIBUTED Memorandum No. ___________________ Name of Offeree : __________________________ PRIVATE PLACEMENT MEMORANDUM CancerOption.com, Inc. (a Florida Corporation) (" Company ") 128,000 Common Shares and 128,000 Common Share Purchase Warrants $.001 Par Value $2.50 Per Share Warrant exercisable at $2.35 per Share expiring on August 18th, 2002 MINIMUM INVESTMENT 1,000 SHARES $2,500.00 Principal Executive Offices: 7332 E. Butherus Drive, Suite 101 Scottsdale, Arizona 85260 (480) 991-8080 The date of this Memorandum is August 18th, 1999 CancerOption.com Type of securities offered : Shares of the Company's common stock, $0.001 par value. Number of Units offered : 128,000 Shares and 128,000 Warrants Price per security : $2.50 per share. Warrant exercisable at $2.35 per Share up until August 18th, 2002. Total proceeds : If all shares sold : $320,000.00. If all warrants exercised $620,800.00. Is a commissioned selling agent selling the securities in this offering ? [ ] Yes [ X ] No If yes , what percent is commission of price to public ? Is there other compensation to selling agent(s) ? [ ] Yes [ X ] No Is there a finder's fee or similar payment to any person ? [ ] Yes [ X ] No Is there an escrow of proceeds until minimum is obtained ? [ ] Yes [ X ] No Is this offering limited to members of a special group, such as employees of the Company or individuals ? [ ] Yes [ X ] No Is transfer of the securities restricted ? [ ] Yes [ X ] No THIS OFFERING OF SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE OFFERING WILL TERMINATE UPON THE EARLIER OF ALL OF THE SHARES OR AUGUST 31st, 1999. THE COMPANY IS NOT REQUIRED TO SELL ANY MINIMUM NUMBER OF SHARES IN ORDER TO SELL SHARES IN THE OFFERING. THE COMPANY MAY, IN ITS DISCRETION, CONDUCT MULTIPLE CLOSINGS. ( SEE " DESCRIPTION OF THE OFFERING." ) THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE SHARES OFFERED HEREBY AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THE OFFEREE AGREES TO RETURN TO THE COMPANY THIS MEMORANDUM AND ALL ATTACHMENTS AND RELATED DOCUMENTATION IF THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE SHARES IN THE OFFERING. THESE SECURITIES ARE BEING OFFERED ONLY TO INVESTORS WHO THE OFFEROR BELIEVES HAVE THE QUALIFICATIONS NECESSARY TO PERMIT THE SECURITIES TO BE OFFERED AND SOLD UNDER APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE STATUTES. THE OFFEROR WILL BE THE SOLE JUDGE OF WHETHER AN INVESTOR POSSESSES SUCH QUALIFICATIONS. NOTWITHSTANDING DELIVERY OF THIS MEMORANDUM AND ASSOCIATED DOCUMENTATION, THE OFFEROR DOES NOT INTEND TO EXTEND AN OFFER TO SELL OR TO SOLICIT AN OFFER TO BUY THESE SECURITIES UNTIL THE OFFEROR DETERMINES THAT THE OFFEREE IS QUALIFIED AND COMMUNICATES SUCH DETERMINATION TO INVESTORS IN WRITING. THE SHARES ARE BEING OFFERED IN A PRIVATE PLACEMENT TO A LIMITED NUMBER OF INVESTORS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR ANY FIRM OR INDIVIDUAL WHO DOES NOT POSSESS THE QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM. THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR THE SECURITIES LAWS OF FLORIDA OR OTHER STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THERE IS NO PUBLIC MARKET FOR SECURITIES OF THE COMPANY. EVEN IF SUCH MARKET EXISTED, PURCHASERS OF SHARES WILL BE REQUIRED TO REPRESENT THAT THE SHARES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WILL NOT BE ABLE TO RESELL THE SHARES UNLESS THE SHARES ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SHARES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE PURCHASE OF THESE SECURITIES WILL ENTAIL A HIGH DEGREE OF RISK. THESE SECURITIES ARE SUITABLE ONLY FOR PERSONS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES AND HAVE NO LIQUIDITY IN THIS INVESTMENT. NO ONE SHOULD INVEST IN THE SHARES WHO IS NOT PREPARED TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS INDICATED UNDER " RISK FACTORS." INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY COMMUNICATION, WHETHER WRITTEN OR ORAL, FROM THE COMPANY, ITS FOUNDERS, MANAGEMENT, EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT ADVICE. EACH INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL,TAX, ACCOUNTING, AND RELATED MATTERS CONCERNING HIS INVESTMENT AND ITS SUITABILITY FOR THEM. NO PERSON (OTHER THAN OFFICERS OF THE COMPANY TO WHOM REQUESTS ARE DIRECTED FOR ADDITIONAL INFORMATION CONCERNING THIS OFFERING) IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS (WHETHER ORAL OR WRITTEN) IN CONNECTION WITH THIS OFFERING EXCEPT SUCH INFORMATION AS IS CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM AND THE ATTACHMENTS THERETO AND DOCUMENTS REFERRED TO HEREIN . ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN AND THEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE SECURITIES OFFERED HEREBY WILL BE SOLD TO SUBJECT TO THE STOCK SUBSCRIPTION AGREEMENT ATTACHED AS ATTACHMENT A OF THIS MEMORANDUM, WHICH CONTAINS CERTAIN REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS. EACH INVESTOR SHOULD CAREFULLY REVIEW THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT BEFORE INVESTING. This Company : [ ] Has never conducted operations. [ X ] Is in the development stage. [ ] Is currently conducting operations. [ ] Has shown a profit in the last fiscal year. [ ] Other ( Specify ) ______________________ ( Check at one , as appropriate ) This offering has been registered for offer and sale in the following states : State State File No Effective Date TABLE OF CONTENTS
Page ---- Cover Page 1 Disclosure Statements 2 Table of Contents 5 Summary of the Offering 6 The Company 6 Risk Factors 7 Use of Proceeds 9 Description of Securities 10 Terms of the Offering 11 Directors, Officers and key Personnel of the Company 12 Principal Stockholders 13 Remuneration of Directors and Officers 13 Reports 14 Legal Matters 14 Litigation 14 Additional Information 14 State Restrictions 14-16 EXHIBITS Exhibit A Subscription Agreement 17-22
This is an original unpublished work protected under copyright laws of the United States and other countries. All Rights Reserved. Should publication occur, then the following notice shall apply: Copyright 1999 CancerOption.com, Inc. All Rights Reserved. No part of this document may be reproduced, stored in a retrieval system or transmitted, in any form or any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of CancerOption.com, Inc. SUMMARY OF THE OFFERING The following material is intended to summarize information contained elsewhere in this Memorandum. This summary is qualified in its entirety by express reference to the Memorandum and the exhibits referred to therein. Each prospective investor is urged to read this Memorandum in its entirety. CancerOption.com, Inc, a Florida corporation (the " Company "), is the issuer of the Shares. The address of the Company is 7332 E. Butherus Drive, Suite 101, Scottsdale, Arizona 85260. The Offering. The Company is offering up to 128,000 of its common stock, par value $.001 per share (the "Shares"). The Minimum investment for an Investor is 1,000 Shares, or $2,500.00 The Company, in its sole discretion, may accept subscriptions for up to an aggregate of 128,000 or $320,000.00 until August 31st, 1999, or until such earlier date as the Company determines that this Offering shall be terminated. In its sole discretion, the Company may elect to terminate this Offering even if subscriptions for Shares have been received and accepted by the Company. See "Terms of the Offering" and "Subscription for Shares". Company's Business: The Company is involved in the development of Internet related products and services. Risk Factors: The offering involves speculative investment with substantial risks, including those associated with an unproven startup venture, and risks associated with the industry. Although the Company will use its best efforts to protect the investments of the Investors, there is no assurance that the Company's efforts will be successful. Accordingly, a prospective Investor should not view the Company or its officers, directors, employees or agents as guarantors of the financial success of an investment in the Shares. See "Risk Factors". Limited Transferability of the Shares. The Shares have not been registered under the 1933 Act or the securities laws of any state. The Shares of common stock purchased pursuant to this Offering will be "restricted" shares because the shares are offered under Rule 504 and this offering is excluded from the provisions of Regulation D pertaining to restricted shares. This does not mean, however, that a public market does exist for the Shares. No market exists now and none is foreseen . See "Risk Factors" and "Terms of the Offering". Limitation of Liability. Except for the amounts paid by Investors for their purchase of any Shares, and as required by Florida State law, no investor will be liable for any debts of the Company or be obligated to contribute any additional capital or funds to the Company. See " Risk Factors". Suitability Standards. Each Investor must meet certain eligibility standards established by the Company for the purchase of the Shares. See "Terms of the Offering" and "Subscription for Shares". Use of Proceeds. The Company plans to use the money received from this offering to cover the costs involved with promoting and marketing the Company's products and services and public relations. The funds will not be deposited into an escrow account and will be available to the Company immediately. No minimum amount of Shares is required to be sold. THE COMPANY
Exact corporate name: CancerOption.com, Inc. State and date of incorporation: Florida State April 17th, 1997. Street address of principal office: 7332 E. Butherus Drive, Suite 101 Scottsdale, Arizona 85260 (480) 991-8080 Fiscal Year: December 31.
PRODUCTS The Company has an online web site www.CancerOption.com, that provides educational information on different forms of cancer be researched, targeting specific cancers with guidelines and products for alternative and adjunctive therapies. It features the latest research and statistics on cancer treatments and immunological disorders including traditional and alternative therapies. The portal provides links with cancer clinics and physicians, books on cancer, health, immunological disorders and general health, online newsletter, links with medical sites and universities for educational purposes and specific formulated nutritional supplements. MATERIAL CONTRACTS The Company has a contract with Thor Equity Group for investor relation services. MARKETING APPROACHES The Company expects to market it's portal to doctors, hospitals, cancer clinics and special care facilities, cancer patients, health related portals, cancer survivors and the general public. RISK FACTORS An investment in the Shares involves a high degree of risk. No prospective Investor should acquire the Shares unless he can afford a complete loss of his investment. The risks described below are those which the Company deems most significant as of the date hereof. Other factors which may have a material impact on the operations of the Company may not be foreseen. In addition to the other factors set forth elsewhere in this Memorandum, prospective Investors should carefully consider the following specific risk factors: OPERATING RISKS - --------------- General The economic success of an investment in the Shares depends, to a large degree, upon many factors over which the Company has no control. These factors include general economic, industrial and international conditions; inflation or deflation; fluctuation in interest rates; the availability of, and fluctuations in the money supply. The extent, type and sophistication of the Company's competition; and government regulations. Development Stage Company The Company was organized in 1997 and has engaged in minimal business operations. Accordingly, the Company is a development stage company as defined by Statement of Financial Accounting Standards No.7. Dependence on Key Personnel The Company's success will depend, in large part, upon the talents and skills of key management personnel. To the extent that any of its management personnel is unable or refuses to continue association with the Company, a suitable replacement would have to be found. There is no assurance that the Company would be able to find suitable replacements for such personnel, or that suitable person. Lack of Adequate Capital Additional capital will be required in the Company's future operations. In the absence of any additional funding, the Company's operations may be affected negatively. Therefore, the Company's management will be careful and use its best judgement in directing the affairs of the Company in a manner that maximizes its chances of success and, accordingly, the best chances of raising future funding. Inherent Business Risks The business that the Company plans to engage in involves substantial and inherent risks associated with a start-up and development company with limited financial resources. INVESTMENT RISKS - ---------------- Speculative Investment The Shares are a very speculative investment. There can be no assurance that the Company will attain its objective and it is very likely that the Company will not be able to advance any business activities and Investors could lose their entire investments. Arbitrary Purchase Price; No Market The purchase price for the Shares has been arbitrarily determined by the Company, and is not necessarily indicative of their value. No assurance is or can be given that the Shares, although transferable, could be sold for the purchase price, or for any amount. There currently is no market for resale of the Shares. Restriction of Transferability While the Company believes that no restriction exists for the transfer of the Shares being offered by the Company, an investment in the Shares may be a long term investment. Investors who do not wish or who are not financially able to hold the Shares for a substantial period of time are advised against purchasing Shares. The Shares are not registered under the 1933 Act or under the securities laws of any state, but are being offered by the Company under the exemption from registration provided by Rule 504 under Regulation D and related state and foreign exceptions. "Best Efforts" Offering The Shares are being offered on a "best efforts" basis by the Company. No person or entity is committed to purchase or take down any of the Shares offered pursuant to this Offering. No escrow account is maintained and no minimum amount is required to be sold. Funds will be available to the Company upon receipt. Management and Operation Experience The Company's officers, directors and other personnel have engaged in a variety of businesses and have been involved in business financing, operations and marketing, but their experience in these fields is limited. There is no assurance that such experience will result in the success of the Company. Other Risks No assurance can be given that the Company will be successful in achieving its stated objectives, that the Company's business is undertaken by the Company, will generate cash sufficient to operate the business of the Company or that other parties entering into agreements relating to the Company's business will meet their respective obligations. Dividends The Company's Board of Directors presently intends to cause the Company to follow a policy of retaining earnings, if any, for the purpose of increasing the net worth and reserves of the Company. Therefore, there can be no assurance that any holder of Common Stock will receive any cash, stock or other dividends on his shares of Common Stock. Future dividends on Common Stock, if any, will depend on the future earnings, financing requirements and other factors. Additional Securities Available for Issuance The Company's Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock. At this time, 9,789,200 shares of common stock have been issued. Accordingly, including those purchasing the shares offered with the sale of these units, investors will be dependent upon the judgement of management in connection with the future issuance and sale of shares of the Company's capital stock, in the event purchasers can be found for such securities. USE OF PROCEEDS The Company will incur expenses in connection with the Offering in an amount anticipated not to exceed $2,000.00 for legal fees, accounting fees, filing fees, printing costs and other expenses. If the maximum number of Shares are sold, the Company anticipates that the net proceeds to it from the Offering will be as follows:
Maximum Item Shares Sold Gross Proceeds of Offering $320,000.00 Offering Expenses Cost of Offering $2,000.00 TOTAL PROCEEDS RECEIVED: $318,000.00 Operating Expenses Development of Internet products and services $318,000.00 TOTAL $318,000.00
NET FUNDS AVAILABLE TO COMPANY The Company estimates that the costs of the Offering will be as follows: (i) legal fees of approximately $1,000.00, (ii) accounting fees of approximately $500.00 and (iii) printing and other miscellaneous costs of approximately $500.00. A sales commissions will be paid only to NASD broker/dealers and no other person will receive any commissions or remuneration from the Company. The net proceeds of this offering, assuming all the Shares are sold, will be sufficient to sustain the planned marketing and development activities of the Company for a period of 6 months, depending upon the number of Shares sold in the offering and other factors. Even if all the Shares offered hereunder are sold, the Company will require additional capital in order to fund continued development activities and capital expenditures that must be made. The Company's business plan is based on the premise that additional funding will be obtained through funds generated from operations, the exercising of the options and warrants by shareholders, additional offerings of its securities, or other arrangements. There can be no assurance that any securities offerings will take place in the future, or that funds sufficient to meet any of the foregoing needs or plans will be raised from operations or any other source. DESCRIPTION OF SECURITIES The following discussion describes the stock and other securities of the Company. General - ------- The Company currently has 100,000,000 authorized common shares, par value $.001 per share, of which 9,533,200 common shares were issued and outstanding as of the date of this Placement. All of the outstanding common shares of the Company are fully paid for and nonassessable. Voting Rights - ------------- Each share of the 9,533,200 shares of the Company's common stock held by its current shareholders is entitled to one vote at shareholders meetings. Dividends - --------- The Company has never paid a dividend and does not anticipate doing so in the near future. Options - ------- The Company currently has no options outstanding in relation to its common stock. Miscellaneous Rights and Provisions - ----------------------------------- Shares of the Company's common stock have no pre-emptive rights. The Shares do not have any conversion rights, no redemption or sinking fund provisions, and are not liable to further call or assessment. The Shares, when paid for by Investors, will be fully paid and nonassessable. Each share of the Company's common shares is entitled to a pro rata share in any asset available for distribution to holders of equity securities upon the liquidation of the Company. TERMS OF THE OFFERING The Company is offering to qualified investors a maximum of 128,000 Share (Units) at a purchase price of $2.50 per share of the Company's common stock, with a warrant that entitles the purchaser an additional common share when exercised at $2.35 per share on or before August 18th, 2002. The Company may, in its sole discretion, terminate the offering at any time. The Offering will close on the earliest of August 31st, 1999 or the election of the Company when all of the Shares are sold, in no event later than August 31st, 1999. The minimum subscription is $2,500.00 (1,000 Shares) per Investor, although the Company, in its sole discretion, may accept subscriptions for lesser amounts. Terms of Sale : The Company hereby agrees to sell to the purchaser and the purchaser hereby agrees to subscribe for 1,000 units in the capital of the Company (the "Units") for a purchase price of $2.50 USD per Unit for an aggregate purchase of $2,500.00 USD (the "Purchase Fund"). Constitution of Shares : Each Unit will consist of one fully paid and non-assessable common share in the capital stock ( the "Share" ) of the Company and the right to purchase one share purchase warrant ( the "Warrants" ) with terms as described below. Terms of Warrants : All Warrants will; (a) be comprised in one warrant certificate ( the "Warrant Certificate" ), registered in the name of the purchaser, representing an aggregate number of Warrants which be equal to the number of Units being acquired hereunder by the purchaser; (b) be non-transferable; (c) will be subject to the terms and conditions which are adopted by the Company for the Warrants, which terms and conditions will, amongst other things. (i) provide for an adjustment in class and number of shares issuable pursuant to any exercise thereof upon the occurrence of certain events, including any subdivision, consolidation or re-classification of the shares, and (ii) not provide for any adjustment in the number of shares issuable pursuant to any exercise thereof in event of the Company issuing any other shares, warrants or options to acquire shares at prices either above, at or below the exercise price of Warrants; (d) and each Warrant will provide for the right to purchase one additional Share. The Warrant will be exercised in whole or in part from time to time at any time prior to 4:30 p.m. (PST) on August 18th., 2002 at $2.35 per Share. The Shares are being offered and sold by the Company under the exemption from registration contained in Rule 504 under Regulation D and related exemptions from state registration requirements. Rule 504 permits the Company to offer and sell its stock in an amount not exceeding $1,000,000 to an unlimited number of persons. Until 1992, Rule 504(b)(2)(ii) imposed a limited disclosure obligation of all issuers such as the Company which was intended to ensure that investors in a Rule 504 transaction were clearly advised of the restricted character of the securities being offered for sale. This requirement was eliminated in July, 1992 at which time the Securities and Exchange Commission adopted an amendment to Rule 504 that eliminated all limitations on the manner of offering of stock under that rule and/or the resale of stock purchased in reliance on that rule. Therefore, following adoption of the 1992 amendment, the securities being offered and sold by the Company pursuant to the present Offering are available for immediate resale by nonaffiliates of the issuer. The Shares are being offered on a "best efforts" basis by the Company and certain expenses of the Offering will be paid from the proceeds of the Offering. The Company anticipates that such expenses will not exceed $2,000.00 as detailed in the Use of Proceeds. DIRECTORS, OFFICERS AND KEY PERSONNEL OF THE COMPANY Officers and Directors. The following information sets forth the names of the officers and directors of the Company, their present position with the Company and biographic information:
NAME POSITION HELD SINCE Arnold Takemoto President, CEO & Director March 1999 Michael Quel Secretary, Treasurer & Director April 1999 Dr. Douglas Brodie Director April 1999
Arnold Takemoto : is the President, CEO & Director. Mr. Takemoto has been recognized for developing a variety of scientifically endorsed nutritional augmentation programs and protocol for patients exhibiting chronic ailments, tenacious viral conditions, immune defiencies, rheumatlogic illnesses and for those seeking assistance with sports nutrition. Mr. Takemoto brings to CancerOption.com his unique and innovative approaches to cancer therapies and immunological support. His detailed protocols that he is currently implementing as a chemist, biochemist and nutritionist are the basis of CancerOption.com's proprietary content. Mr. Takemoto is a chief consultant to physicians and cancer clinics worldwide and attends workshops at many international medical conferences as a keynote speaker or guest lecturer. Mr. Takemoto also co-ordinates clinical studies in adjunctive cancer programs and is a innovator in complementary approaches to heart disease. Mr. Takemoto's personal mission statement is to provide strong clinical support for cutting edge complementary protocols and facilitate physicians in their implementation of cancer therapies. This mission statement is the encompassing vision of CancerOption.com. Michael Quel : is the CFO, Director, Secretary and Treasurer of the Company. Mr. Quel brings over twenty (20) years of professional accounting and management expertise to the Company. As Chief Financial Officer, he is responsible for the Company's financial organization, operations and internal controls, as well as researching all possible acquisitions and developmental stages of CancerOption.com. Dr. Douglas Brodie : is a Director. Dr. Brodie has over twenty five (25) years of expertise in the field of both allopathic and complementary cancer therapies, he has also developed several new protocols for the complementary management of cancer as well as highly specialized programs for enhancing the effectiveness of chemotherapy. His research and protocols will supplement and support the therapies of Mr. Arnold Takemoto to create more concise content for those researching cancer therapies. Dr. Brodie has practiced complementary methodologies, primarily specializing in cancer patients and individuals with other degenerative diseases, since he obtained his medical degree from the University of Michigan in 1972. In 1983, Dr. Brodie was appointed by Governor Richard Bryan to serve on the State Board of Homeopathic Medical Examiners for the State of Nevada. PRINCIPAL STOCKHOLDERS The following table sets forth information concerning the shares of Common Stock of the Company owned of record and beneficially held as of the date of this Memorandum by (i) each person known to the Company to own of record or beneficially 5% or more of the 9,533,200 outstanding shares of Common Stock of the Company, (ii) each Director of the Company, and (iii) all officers and directors of the Company as a group, as of the date of this Memorandum and adjusted to reflect share holdings after the sale of the maximum number of Shares offered hereby.
Ownership No Shares % No Shares % Name & Position Pre Issue Post Issue Arnold Takemoto 5,000,000 52.45% 9,789,200 51.1%
REMUNERATION OF DIRECTORS AND OFFICERS Directors of the Company who are also employees of the Company receive no additional compensation for their services as Directors. The Company intends, in the future, to pay Directors who are not employees of the Company, compensation of $500 per Director's Meeting, as well as reimbursements of any out of pocket expenses incurred in the Company's behalf. REPORTS The books and records of the Company will be maintained by the Company. The books of account and records shall be kept at the principal place of business of CancerOption.com, Inc. and each shareholder, or his duly authorized representatives, shall have upon giving ten (10) days prior notice, access during reasonable business hours to such books and records, and the right to inspect and copy them. Within 120 days after the close of each fiscal year, reports will be distributed to the shareholders which will include financial statements (including a balance sheet and statements of income, shareholder's equity, and cash flows) prepared in accordance with generally accepted accounting principals, with a reconciliation to the tax information supplementary supplied, accompanied by a copy of the accountant's report. LEGAL MATTERS Gary R. Blume, Esquire, 11801 North Tatum Blvd, Suite 108, Phoenix, Arizona, 85028 will pass upon certain matters for the Company. LITIGATION The Company is not presently involved in any material litigation or other legal proceedings. ADDITIONAL INFORMATION In the opinion of the Board of Directors of the Company, this memorandum contains a fair presentation of the subjects discussed herein and does not contain a misstatement of material fact or fail to state a material fact necessary to make any statements made herein not misleading. Persons to whom offers are made will be furnished with such additional information concerning the Company and other matters discussed herein as they, or their purchaser representative or other advisors, may reasonably request. The Company shall, to the extent such information is available or can be acquired without unreasonable effort or expense, endeavour to provide the information to such persons. All offerees are urged to make such personal investigations, inspections or inquiries as they deem appropriate. Questions or requests for additional information may be directed to Mr. Arnold Takemoto by calling (480) 991-8080. Requests for additional copies of this Memorandum or assistance in executing subscription documents may be directed to the Company. STATE RESTRICTIONS AND DISCLOSURES FOR UNREGISTERED SECURITIES OFFERINGS NOTICE TO ARIZONA RESIDENTS: These securities are being sold in reliance upon Arizona's Limited Offering exemption from registration pursuant to A.R.S. 44-1844. THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT, AS AMENDED, AND THEREFORE, CANNOT BE TRANSFERRED OR RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE. As a purchaser of such securities hereby represent that I understand these securities cannot be resold without registration under the Arizona Securities Act or an exemption therefrom. I am not an underwriter within the meaning of A.R.S 44-1801(17), and I am acquiring these securities for myself, not for other persons. If qualifying as a non-accredited investor, I further represent that this investment does not exceed 20% of my net worth ( excluding principal residence, furnishings therein and personal automobiles). NOTICE TO CALIFORNIA RESIDENTS: These securities are being sold in reliance upon California's Limited Offering Exemption. 25102(f) of the California Code, as amended. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS MEMORANDUM HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFROM PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATIONS BY SECTION 25100, 25102 OR 26105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. NOTICE TO COLORADO RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, IF SUCH REGISTRATION IS REQUIRED. NOTICE TO NEW YORK RESIDENTS: THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION OF THE CONTRARY IS UNLAWFUL. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT AND DOES NOT OMIT ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPOSED TO BE SUMMARIZED HEREIN. Purchaser Statement: I understand that this Offering of Shares has not been reviewed by the Attorney General of the State of New York because of the Offeror's representations that this intended to be a non-public Offering pursuant to the Regulation D Rule 504 or 505, and that if all of the conditions and limitations of Regulation D are not complied with, the Offering will be resubmitted to the Attorney General for amended exemption. I understand that any literature used in connection with this Offering has not been previously filed with the Attorney General and has not been reviewed by the Attorney General. This Investment Unit is being purchased for my own account for investment, and not for distribution or resale to others. I agree that I will not sell or otherwise transfer these securities unless they are registered under the Federal Securities Act of 1933 or unless an exemption from such registration is available. I represent that I have adequate means of providing for my current needs and possible personal contingencies of financial problems, and that I have no need for liquidity of this investment. It is understood that all documents, records and books pertaining to this investment have been made available to my attorney, my accountant, or my offeree representative and myself, and that, upon reasonable notice, the books and records of the issuer will be available for inspection by investors, at reasonable hours at the principal place of business. EXHIBITS CancerOption.com, Inc. SUBSCRIPTION DOCUMENT 1. The undersigned hereby subscribes for 166,600 shares of common stock (hereinafter "Shares"), as described in the Private Offering Memorandum dated August 18th, 1999 ("Memorandum"), of CancerOption.com, Inc., a Florida corporation (the "Company"), being offered by the Company for a purchase price of $2.50 per Unit and tenders herewith the sum of $_________________ in payment therefor, together with tender of this Subscription Document. 2. The undersigned represents and warrants that he is a bona fide resident of the State of ______________ . 3 The undersigned acknowledges: a. Receipt of a copy of the Private Offering Memorandum; b. That this subscription, if accepted by the Company, is legally binding and irrevocable; c. That the Company has a very limited financial and operating history; d. That the Shares have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in that Act, and that the Shares have not been registered under the securities acts of any state in reliance upon exemptions contained in certain state's securities laws; and e. That the representations and warranties provided in this Subscription Document are being relied upon by the Company as the basis for the exemption from the registration requirements of the Securities Act of 1933 and of the applicable state's securities laws. 4. The undersigned represents and warrants as follows: a. That the undersigned subscriber is purchasing said Shares as an investment and said Shares are purchased solely for the undersigned's own account. b. That the undersigned subscriber has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Shares; c. That the undersigned subscriber is able to bear the economic risk of an investment in the Shares; d. That the undersigned subscriber has read and is thoroughly familiar with the Private Offering Memorandum and represents and warrants that he is aware of the high degree of risk involved in making investment in the Shares; e. That the undersigned subscriber's decision to purchase the Shares is based solely on the information contained in the Private Offering Memorandum and on written answers to such questions as he has raised concerning the transaction; f. That the undersigned subscriber is purchasing the Shares directly from the Company and understands that neither the Company nor the Offering is associated with; endorsed by nor related in any way with any investment company, national or local brokerage firm or broker dealer. The undersigned subscriber's decision to purchase the Shares is not based in whole or in part on any assumption or understanding that an investment company, national or local brokerage firm or other broker dealer is involved in any way in this Offering or has endorsed or otherwise recommended an investment in these Shares. g. That the undersigned subscriber has an investment portfolio of sufficient value that he could suitably absorb a high risk illiquid addition such as an investment in the Shares. h. The undersigned further represents that (INITIAL APPROPRIATE CATEGORY): [ ] I am a natural person whose individual net worth, or joint worth with my spouse at the time of purchase, exceeds $200,000; [ ] I am a natural person who had an individual income in excess of $50,000 or joint income with my supose in excess of $50,000 in each of the two most recent years and who reasonably expects an income in excess of those amounts in the current year; i. That Regulation D requires the Company to conclude that each investor has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the shares, or to verify that the investor has retained the services of one or more purchaser representatives for the purpose of evaluating the risks of investment in the shares, and hereby represents and warrants that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the shares and of making an informed investment decision and will not require a purchaser representative. 5. The undersigned understands and agrees that this subscription is made subject to each of the following terms and conditions: a. The Company shall have the right to accept or reject this subscription, in whole or part, for any reason. Upon receipt of each Subscription Document, the Company shall have until August 31st, 1999 in which to accept or reject it. If no action is taken by the Company within said period, the subscription shall be deemed to have been accepted. In each case where the subscription is rejected, the Company shall return the entire amount tendered by the subscriber, without interest; b. That the undersigned subscriber will, from time to time, execute and deliver such documents or other instruments as may be requested by the Company in order to aid the Company in the consummation of the transactions contemplated by the Memorandum. 6. The undersigned hereby constitutes and appoints the Company, with full power of substitution, as attorney-in-fact for the purpose of executing and delivering, swearing to and filing, any documents or instruments related to or required to make any necessary clarifying or conforming changes in the Subscription Document so that such document is correct in all respects. 7. As used herein, the singular shall include the plural and the masculine shall include the feminine where necessary to clarify the meaning of this Subscription Document. All terms not defined herein shall have the same meanings as in the Memorandum. IN WITNESS WHEREOF, the undersigned has executed this Subscription Document this _____ day of ____________, 1999.
Number of Shares ___________________ Total amount tendered $__________________
INDIVIDUAL OWNERSHIP: ____________________________________ Name ( Please Type or Print ) ____________________________________ Signature Social Security Number_________________ JOINT OWNERSHIP: ____________________________________ Name ( Please Type or Print ) ____________________________________ Signature ____________________________________ Social Security Number OTHER OWNERSHIP ____________________________________ Name ( Please Type or Print ) By:_________________________________ ( Signature ) ____________________________________ Title ____________________________________ Employer Identification Number ADDRESS:____________________________________________________________________ Street City State Zip Phone (Residence)_____________________ ; Phone (Business) ______________________ I,________________________________, do hereby certify that the representations made herein concerning my financial status are true, and that all other statements contained herein are true, accurate and complete to the best of my knowledge. Date: ___________________ , 1999. __________________________________________ Signature CERTIFICATE OF DELIVERY I hereby acknowledge that I delivered the foregoing Subscription Document to _________________ on the _______ day of __________________ , 1999. __________________________________________ Signature EX-99.5 10 INVESTOR RELATIONS AGREEMENT DATED 10/13/98 ACCEPTANCE INVESTOR RELATIONS AGREEMENT ---------------------------- THOR EQUITY GROUP, INC., (hereafter referred to as "Thor") hereby agrees, pursuant to the terms of this agreement (the "Agreement"), to provide investor relation services to Pantheon Technologies, Inc., a Florida Corporation (refered to herein as the "Company"), in order to assist the Company in obtaining new investors in the Company's stock and in responding to inquiries from shareholders and the investment community. SERVICES - -------- THOR will provide various services to the Company during the term of this Agreement in order to promote the Company and its business objectives to the investment conununity. The services to be provided by THOR during the term of this Agreement shall include but not be limited to the following: Review and analyze the Company's financial data and business plan and make recommendations to strengthen the Company's position in the financial market: Introduce market makers and broker-dealers to the Company; Introduce investors, potential shareholders, and other sources of capital to the Company; Advise the Company on matters relating to shareholders relations; Assist the Company in communica:ting on a regular basis with its shareholders, Assist the Company with the distribution of all press releases to the Business wire, Dow Jones News service, Bloomberg News Service, Reuters News Seevice. Fax broadcast press releases to company shareholders. FEES - ---- Set forth below are the fees payable to undertake this eagagement; Expenses THOR shall be responsible for all of its costs and expenses incurred in the peformance of its obligations and responsibilities outlined above. If Company should terminte ths Agreement without giving THOR 30 day advance notice, or if THOR should terminate this Agreernent due to Company's failure to comply with the terms of this Agreement, Company shall be responsible for any cost incurred after notice of said termination. Additional Expenses Any additional costs such as printed matter, brochures for the Company; advertising in financial newspapers, financial newsletters, magazines, internet advertising, mass mailers, postage, travel and trade show expenses, 900 toll free pbone call services, or any additional expenses over and above THOR's consulting fees shall be at the sole expense of the Company. THOR shall consult 1 of 3 with the Company before any decisions are made with the above referenced additional costs. Consulting Fees - --------------- Consulting fees are as follows: 100,000 free trading shares of Pantheon Technologies, Inc., Symbol: PTTK THOR will provide various services to the Company during the term of this Agreement in order to promote the Company and its business objectives to the investment community. The Company acknowledges that THOR may use all or part of these free trading shares to conduct promotional services. TERMINATION - ----------- This Agreement shall be month-to-month from the date of execution. The indemnity and disclosure provisions contained heron will remain operative and in full force and effect after termination of this Agreement. THOR may terminate this Agreement upon 30 days written notice in the event that the Company does not fully cooperate with THOR or THOR determines that the Company's actions are not in substantial compliance with all rules and regulations, whether local, state or federal, provided, that Company will have 20 days from the receipt of said notice to cure any default. INDEMNIFICATION - --------------- Each party to this Agreement hereby agrees to indemnify and hold harmless the other party and its affiliates, successors, directors, officers, employees and agents from all claims, demands, judgment, expenses or fees arising out of said party's good faith and non-negligent performance, of the duties and obligations set forth herein. DISCLOSURE - ---------- All non-public written or oral information given to THOR by the Company will be treated by THOR as confidential information and THOR agrees not to make use of such information other than for the performance of this Agreement, and shall not disclose or relase such information other than to: (I) third parties while performing its services pursuant to this Agreement, and (II) the appropriate executive officers of the Company or as directed or permitted by such executive officers, in writing. 2 of 3 ENTIRE AGREEMENT, ETC. - ---------------------- This Agreement sets forth the entire understanding of the parties relating to the subject matter hereto and supersedes and cancels any prior communications, understandings, and agreements between the parties relating to such subject matter. This Agreement cannot be modified or changed, nor can any of its provision be waived, except by written agreement signed by all parties. GOVERNING LAWS AND JURISDICTION - ------------------------------- This Agreement shall be governed by the laws of the State of Arizona without regard to the principles of conflict of laws. And or any other state that the company may incorporate in. COUNTERPARTS - ------------ This Agreement may be executed in counterparts, each of which, when taken together, shall constitute one original document. The execution of this Agreement may be evidenced by the transmission of telecopied or facsimile signatures, which will have full binding effect. ARBITRATION - ----------- Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Arizona in accordance with the rules and regulations of the Americam Arbitration Association. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall remain final. /s/ George E. Mahfouz, Jr. /s/ Timothy Bullinger - ---------------------------------- ------------------------------ George E. Mahfouz, Jr. Timothy Bullinger President, Thor Equity Group, Inc. President, Pantheon Technologies, Inc. Date: October 13th , 1998 Date: October 13th, 1998 3 of 3 This Subscription is accepted by CancerOption.com, Inc., as of the ______ day of ____________________ , 1999. CancerOption.com, Inc. By :_______________________________ Director EX-99.6 11 INVESTOR RELATIONS AGREEMENT DATED 8/31/99 INVESTOR RELATIONS AGREEMENT ---------------------------- THOR EQUITY GROUP, INC., (hereafter referred to as "Thor") hereby agrees, pursuant to the terms of this agreement (the "Agreement"), to provide investor relation services to CancerOption.com, Inc., a Florida Corporation (referred to herein as the "Company"), in order to assist the Company in obtaining new investors in the Company's stock and in responding to inquiries from shareholders and the investment community. SERVICES* - --------- THOR will provide various services to the Company during the term of this Agreement in order to promote the Company and its business objectives to the investment community. The services to be provided by THOR during the term of this Agreement shall include but not be limited to the following: Review and analyze the Company's financial data and business plan and make recommendations to strengthen the Company's position in the financial market: Introduce market makers and broker-dealers to the Company; Introduce investors, potential shareholders, and other sources of capital to the Company; Advise the Company on matters relating to shareholders relations; Assist the Company in communicating on a regular basis with its shareholders; Assist the Company with the distribution of all press releases to the Business wire, Dow Jones News service, Bloomberg News Service, Reuters News Service. Fax broadcast press releases to company shareholders. FEES - ---- Set forth below are the fees payable to undertake this engagement; Expenses - -------- THOR shall be responsible for all of its costs and expenses incurred in the performance of its obligations and responsibilities outlined above. If Company should terminate this Agreement without givingTHOR 30 day advance notice, or if THOR should terminate this Agreement due to Company's failure to comply with the terms of this Agreement, Company shall be responsible for any cost incurred after notice of said termination'. Additional Expenses - ------------------- Any additional costs such as printed matter, brochures for the Company, advertising in financial newspapers, financial newsletters, magazines, internet advertising, mass mailers, postage, travel and trade show expenses, 800 toll 1 of 1 free phone call services, or any additional expenses over and above THOR's consulting fees shall be at the sole expense of the Company. THOR shall consult with the Company before any decisions are made with the above referenced additional costs. Consulting Fees - --------------- Consulting fees are as follows: $15,000.00 per month U.S.D. Due the first day of each month for the tenn of the contract Upon execution of this agreement $15,000.00 U.S.D. is due and payable to Thor Equity Group, LLC. Once the consulting fees are received the services contained herein will commence. TERMINATION - ----------- This Agreement shall be month-to-month from the date of execution. The indemnity and disclosure provisions contained herein will remain operative and in full force and effect after termination of this Agreement. THOR may terminate this Agreement upon 30 days written notice in the event that the Company does not fully cooperate with THOR or THOR determines that the Company's actions are not in substantial compliance with all rules and regulations, whether local, state or federal; provided; that Company will have 20 days from the receipt of said notice to cure any default. INDEMNIFICATION - --------------- Each party to this Agreement hereby agrees to indemnify and hold harmless the other party and its affiliates, successors, directors, officers, employees and agents from all claims, demands, judgment, expenses or fees arising out of said party's good faith and non-negligent performance of the duties and obligations set forth herein. DISCLOSURE - ---------- All non-public written or oral information given to THOR by the Company will be treated by THOR as confidential information, and THOR agrees not to make use of such information other than for the performance of this Agreement, and shall not disclose or release such information other than to: (1) third parties while perforining its services pursuant to this Agreement, and (II) the appropriate executive officers of the Company or as directed or permitted by such executive officers, in writing. 2 of 2 ENTIRE AGREEMENT, ETC. - ---------------------- This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings, and agreements between the parties relating to such subject matter. This Agreement cannot be modified or changed, nor can any of its provision be waived, except by written agreement signed by all parties. GOVERNING LAWS AND JURISDICTION - ------------------------------- This Agreement shall be governed by the laws of the State of Arizona without regard to the principles of conflict of laws. And or any other state that the company may incorporate in. COUNTERPARTS - ------------ This Agreement may be executed in counterparts, each of which, when taken together, shall constitute one original document. The execution of this Agreement may be evidenced by the transmission of telecopied or facsimile signatures, which will have full binding effect. ARBITRATION - ----------- Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Arizona in accordance with the rules and regulations of the American Arbitration Association. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall remain final. /s/ George E. Mahfouz, Jr. /s/ Arnold Takemoto - -------------------------- ---------------------- George E. Mahfouz, Jr. Arnold Takemoto President, Thor Equity Group, Inc. President, CancerOption.com, Inc. Date: 8-31-99 Date: 8-31-99 3 of 3 EX-99.7 12 BLOCK TIME AGREEMENT BLOCK TIME AGREEMENT between CancerOption.com and ProNet, Inc. This Block Time Agreement ("Agreement") is entered into by and between CancerOption.com, an Arizona corporation ("Company"), and ProNet, Inc., an Arizona corporation. The effective date of this agreement is July 27, 1999. RECITALS Company wishes to obtain the services of ProNet, Inc. to assist the Company. ProNet, Inc. has negotiated the terms of such an agreement with Company and has agreed to the terms as set forth hereafter. AGREEMENT The Parties hereby agree as follows: 1. TERM OF AGREEMENT Company hereby hires ProNet, Inc. and ProNet, Inc. accepts such employment for a term of one month commencing July 27, 1999, and terminating August 27, 1999, unless sooner terminated as hereafter provided. 1.1 GENERAL PROVISIONS 1.1.1 SURVIVAL OF AGREEMENT. This Agreement shall not be terminated by a restructuring of the CancerOption.com or of ProNet, Inc. If either of the parties restructures but remains in the business, the contract shall survive. 1.1.2 LEGAL REPRESENTATION. Each party acknowledges that they were advised that they were entitled to separate counsel and they have either employed such counsel or voluntarily waived their right to consult with counsel. 1.1.3 NOTICES. All notices and other communications provided for or permitted hereunder shall be in writing and shall be made by hand delivery, first class mail, or faxed, addressed as follows: CancerOption.com ProNet, Inc. 7332 East Butherus Drive 2980 E. Northern Avenue Suite 101 Suite B1 Scottsdale, AZ 85260 Phoenix, AZ 85028 (480) 948-9199 (602) 850-0101 (480) 948-4480 All such notices and communications shall be deemed to have been duly given when delivered by hand. If personally delivered; three (3) business days after deposit in any United States Post Office in the Continental United States, postage prepaid, if mailed, and when receipt is acknowledged, if faxed. 1.1.5 ATTORNEY'S FEES. In the event that a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including without limitation, reasonable attorneys' fees and expenses , incurred in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement, whether or not it was necessary for such party to institute suit. 1.1.6 COMPLETE AGREEMENT OF THE PARTIES. This is the complete agreement of the parties and it supercedes any agreement that has been made prior to this agreement. 1.1.7 ASSIGNMENT. This Agreement is of a personal nature and may not be assigned. 1.1.8 BINDING. This Agreement shall be binding both of the parties hereto. 1.1.9 NUMBER AND GENDER. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural. The masculine gender shall include the feminine and neuter genders, and the word "person" shall include a corporation, firm, partnership, or other form of association. 1.1.10 GOVERNING LAW. The parties hereby expressly acknowledge and agree that this Agreement is entered into the state of Arizona and, to the extent permitted by law, this Agreement shall be construed, and enforced in accordance with the laws of the state of Arizona. 1.1.11 FAILURE TO OBJECT NOT A WAIVER. The failure of a party to object to, or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach or wrongful conduct until 90 days since the wrongful act or omission to act has passed. 1.1.12 UNENFORCEABLE TERMS. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall, as to such jurisdiction, be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms. 1.1.13 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts and when so executed shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart. 1.1.14 FURTHER ASSISTANCE. From time to time each party shall execute and deliver such fine instruments and shall take such other action as any other party may reasonably request in order of discharge and perform their obligations and agreements hereunder and to give effect to the intentions expressed in this Agreement. 1.1.15 INCORPORATION BY REFERENCE. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference. 1.1.16 CROSS REFERENCES. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents. 1.1.17 MISCELLANEOUS PROVISIONS. The various headings and numbers herein and the growing of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all case be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not directly for or against any of the parties. 1.1.18 DELAY OF DUTIES. ProNet, Inc. will not be liable for any delay due to circumstances beyond its control including work of the companies employees, casualty, or unavailability of access to equipment. 1.1.19 FAILURE TO PAY. In the event that the company fails to pay any periodic or installment payment due hereunder, ProNet, Inc. may cease said support without breach pending payment or resolution of any dispute. 2. SERVICES OF ProNet, Inc. ProNet, Inc. agrees to provide to CancerOption.com the following srevices: 100 hours of strategic consulting time to be used throughout the term of this agreement. 80 hours of web design and development time to be used throughout the term of this agreement. Proxy items for strategic consulting hours will be as follows: Technology review of current Cancer Options Web Site, as listed in Apendix A: Risk Analysis Proposal under section headed "Technology Risks", consideration especially given to possibility of relocation with a new ISP and site backup strategies. A report will be provide ddemonstrating the findings of the review. Any remaining strategic consulting time will be given to the items listed under the "Internet Business Model Risks" section of Appendix A: Risk Analysis. Priority Items for web design and development will be as follows: Carefully review the homepage of the CancerOptions.com site and present design alternatives to choose between Implement the final design choice. Evaluate site as a whole and make changes as required. 2.1 SUBCONTRACTORS. ProNet, Inc. may at its discretion engage subcontractors "John Max" and "Julie Bonaduce" to perform work hereunder, provided that ProNet, Inc. will pay said subcontractors and in all instances remain responsible for proper completion of this contract. 2.2 HOURS. ProNet, Inc. upon completion of the Block Time hours will charge at the rates of two hundred dollars an hour for strategic consulting, and sixty dollars per hour for design and development. 3. NECESSARY SERVICES 3.1 PERFORMANCE OF DUTIES. ProNet, Inc. agrees that he shall, and any subcontractor's work shall be performed by individuals authorized to perform such work. This work will entail at all time faithfully, industriously, and to the best of their ability, experience and talents, all of the duties that may reasonably be assigned to them hereunder and, shall devote such time to the performance of such duties as may be necessary therefor. 4. COMPENSATION In consideration for the services required of ProNet, Inc. hereunder, Company agrees to compensate ProNet, Inc. as follows. 4.1 PAYMENT. Company shall pay to ProNet, Inc. the sum of $24,800.00 in two parts: $12, 400.00 immediately upon signing this contract, $12,400.00 15 days after signing this contract. 4.2 EXPENSE REIMBURSEMENT. The Company shall reimburse ProNet, Inc. for any out-of-pocket expenses, to include but not limited to, parts & supplies, hardware, software, cable, etc., incurred in connection with the negotiation and execution of this Agreement and the performance of services required of ProNet, Inc. hereunder. 5. INDEPENDENT CONTRACTOR In performing services and duties hereunder, ProNet, Inc. and any person acting on ProNet's behalf shall do so as independent contractors and are not, and are not to be deemed, employees or agents of Company or any other person acting on behalf of Company ProNet, Inc. shall be responsible for meeting any legal requirements imposed on ProNet, Inc. or any person acting on his behalf as a result of this Agreement, including but not limited to the filing of income tax returns and the payment of taxes and ProNet, Inc. agrees to indemnify Company for the failure to do so, if Company is required to make any such payment otherwise due by ProNet, Inc. or any such person acting on ProNet's behalf. 6. REMEDY FOR BREACH Company and ProNet agree that they shall attempt to settle any claim or controversy arising out of this agreement through consultation and negotiation in the spirit of mutual friendship and cooperation. If any such attempt should fail, then the dispute shall first be submitted to a mutually acceptable neutral advisor having expertise in the area of the dispute for initial fact finding and mediation. Neither party shall unreasonably withhold acceptance of such an advisor, and selection of such an advisor shall be made within 45 days after written notice by one of the parties for such fact findings and mediation. The cost of such fact finding and mediation, and of all other subsequent alternative dispute resolution agreed upon by the parties, shall be shared equally by Company and ProNet. Any dispute which the parties cannot so resolve between themselves in good faith within six months of the date of the initial demand in writing by either party for such fact finding shall be finally determined by a court within Maricopa County, Arizona. 7. TERMINATION 7.1 CAUSES FOR TERMINATION. This Agreement shall terminate immediately upon the occurrence of any one of the following events. 7.1.1 The expiration of the term hereof; 7.1.2 The written agreement of the parties; 7.1.3. The occurrence of circumstances that make it impossible for the business of the Company to be continued; 7.1.4 The occurrence of circumstances that make it impossible for the business of ProNet, Inc. to be continued; 7.1.5 ProNet's breach of his duties hereunder, unless waived by Company or cured by ProNet, Inc. within 10 days after Company's having given written notice thereof to ProNet, Inc. 7.1.6 Company's breach of its duties hereunder, unless waived by ProNet, Inc. or cured by Company within 30 days after ProNet, Inc.'s having given written notice thereof to Company. 7.2 COMPENSATION UPON TERMINATION. Unless otherwise mutually agreed in writing by the parties, the termination of this Agreement due to any cause other than that specified in subsection 7.1.4 shall not relieve Company of its obligation to make any proper payment of money which would have been required, or could have been required by ProNet, Inc., pursuant to Sections 4.1, 4.2, and 4.3, if this Agreement had not been so terminated. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. CancerOption.com: /s/ - ------------------------------------ ProNet,Inc. /s/ Jonathan S. Teets - ------------------------------------ Jonathan S. Teets EX-99.8 13 ADNET INTERNATIONAL CONTRACT ADNet International 4514 Chamblee Dunwoody Road, Suite #239 INVOICE Atlanta, GA. 30338 770-936-8308 Fax 770-220-7302 INVOICE NO: 2935 DATE: April 7, 1999
To: Pantheon Technologles, Inc Ship To: 7332 East Butherus, Suite #101 N/A Scottsdale, AZ 85250 Salesperson P.O. Number Date Shipped Shipped Via F.O.B. Point Terms - ----------- ----------- ------------ ----------- ------------ ----- M. Henserson N/A N/A N/A N/A Upon Receipt
QUANTITY DESCRIPTION UNIT PRICE AMOUNT - -------- ----------- ---------- ------ One Custome website, incorporating all $19,775.00 articulated components, pursuant to Addendum-A dated April 7, 1999, attached hereto and made a part of this agreement by regerence hereof. Due this invoice: One half (1/2)of engagement fee ($9,887.50)
PAID ---- 1007-4-8-99 Make all checks payable to: ADNet International If you have any questions concerning this invoice, call: Michael Henderson, 770-936-8308 THANK YOU FOR YOUR BUSINESS! Addendum-A ---------- This Addendum-A in consideration of the mutual promises made herein, is made a part of, by reference hereto. Invoice #2935, dated April 7, 1999 by and between ADNet International, hereinafter known as ADNet International, hereinafter known as "ADNet", and Pantheon Technologies, hereinafter known as "Pantheon" for construction, delivery and publication of an Internet website to include the following specifications, described as follows: 1. Overview - The website will feature custom graphics and incorporation of a custom logo, with custom navigation elements all produced and optimized for a 28.8 kbps delivery to the consumer. We may find it necessary to incorporate some stock photography in certain areas to augment a professional look and feel. We expect to use limited animation, if desired , to facilitate fast load times and a straightforward delivery of copy and navigational element grouping to make the website intuitively understandable. We assume all copy, graphics, and photos are to be delivered in a digital format. All Pages will have all contact information for www.cancerchoice.net, prominently displayed, including phone, fax, e-mail, and physical address. (Page Layout: This is not a final layout sequence but identifies the information that we believe is minimally required to make an effective and complete presentation.) Home Page This page will contain an "opt-in" e-mail newsletter or product information subscription form that captures minimal prospect information. The sign-up may activate a series of prepared automated e-mail messages and "calls to action", delivered to the prospect over a pre-determined successive time schedule. The system is designed to capture more demographic and psychographic information about the prospect. Alternatively, this can be used as a "front end" e-mail capture and newsletter delivery system, with all contact information captured in a database for proactive e-mail follow-up. The Home Page will have, as a minimum, the following navigation elements: About Us Research Supplements, Moderated Forum Investor Relations Testimonials Affiliate Programs Signup (Optional) Links page Special offers FAQ's For the Press (Press release archive) Online Privacy Statement, Guarantee, Shipping and Disclaimers Newsletter archive Contact us > About Us - Company profile featuring longevity or history of company, founder bio and photograph, mission statement, benefits to the consumer, and core philosophy. > Research - A page that can be updated daily with current information and links to the latest technological breakthroughs in cancer and healthcare developments. This page may be segmented into defined areas of concentration, depending on the frequency of available information and should link to the exact information pages presenting the latest information. Note: We suggest that all pages requiring an updating function shall be of the Active Edit style page or be accessed through an administrative module for continious updating. The Active Edit page demo can be accessed at www.activecredit.com with User Name: cars, and Password: demo. The software allows for unlimited editing and updating in plain text or HTML, and supports graphic uploads without disturbing the "look and feel" of the page, and can be accessed remotely from any location in the world, provided the user has Internet access. The pages are generally constructed with "password protection" so that only designated employees have access. > Supplements - A nutritional product supplement line of products presented in a "shopping cart" for consumer purchase The shopping cart will be initially populated with approximately 10-15 of your most popular products. They will be displayed with a thumbnail photo and description that will "blow-up" to accentuate the product detail and some detailed product description that describes the benefit for the malady. Consumers are generally motivated to make Internet purchases because product discounts are offered over the full retail purchase price (see www.mothernature.com or www.greentree.com). In addition, since the Internet purchase is often an "impulse buy", some "express" shipping options should be offered. If offered, we suggest a hypertext link to the vendor s "tracking" page, i.e., UPS or Federal Express. Shipping costs will have to be pre-determined presumably based on weight, as well as selection of the shipping vendor. In addition, sales tax options need to be identified, depending on the State of residency of the consumer. The shopping cart will allow management to add, replace, or update text and graphics through an administrative module for on-site changes. Further, all purchases will be handled through a secure order form, and it is suggested that the credit card clearing be represented through an established vedor such as Fleet Bank, or equivalent. This will add to the credibility and integrity of your offering and convey an additional touch of security for the consumer. > Moderated Forum - Designed as an open forum to allow the focused discussion of cancer related products, topics, treatments, etc. from the general public. You will be provided an administrative area for moderating the postings, etc., behind a password protected area. > Investor Relations - This area will highlight detailed information about Pantheon Technologies public stock offering, possibly with historical performance, current pricing, and links to new announcements or press releases. You may offer additional general stock market information, on the page, or provide it through a service provider, to encourage repeat visitation. You may also wan to provide an "opt-in" box for the prospect to requet written information about the company. > Testimonials - Selected testimonial copy form consumers who have received specific benefits from the products, and/or, a tribute to the customer service, professionalism, or expertise of the Pantheon Technologies staff. > Links - An updateable page (again Active Edit0, featuring links to affinity websites, recognized vendors, information sources, etc. The links should be catogorized and contain a descriptive comment or endorsement of the linked page that you are reccommending. > Special Offers - An "Active Edit" style page(s) allowing your key staff to update the information with new product or special pricing, on a timely basis. > FAQ's - A series of questions and answers designed to shorten the product sales cycle by providing concise information in an easy to read format. > For the Press - A repository for all of Pantheon Technologies press releases, presented in decending chronological order. > Online Privacy Statement, Guarantee, Shipping and Disclaimers - An area that insures that the information captured from the consumer will be held in strict confidence and privacy. Also, you can present your product guarantees in a narrative fashion. Additionaly, any disclaimers and/or company proprietary consent statements and copyrights can be addressed here. > Newsletter Archive - An area of archived newsletters, available by individual date and subject. The archive may be password protected, allowing only viewers entry who have provided you with additional concise demographic or psychographic information. > Contact Us - A static form page requiring the user to complete certain minimal information for direct contact by the company. We prepare this form so that upon successful input, and depressing the "send" button the prospect receives a custom "Thank You" form and an immediate confirmation of the receipt of the inquiry in their e-mail box. 2. Deliver Time: We estimate approximately six (6) weeks for complete delivery of the website, commencing from date of full delivery of all materials. 3. Cost Estimate: We estimate a total cost for this portion of the proposal at $19,775, including training. Payment Terms: Payment terms are 50% down upon initial engagement, 25% upon first publication (where the preliminary website is posted on the web for initial edit and review) and 25% upon final publication. 4. "Pantheon" will deliver all copy, text and photos in digital format for inclusion in the website. 5. The foregoing attempts to outline the scope of the agreement without precluding either party from verbal or written modifications to same, with sufficient notice, either in written or verbal form,as is necessary for the satisfaction of the customer, within the scope of ADNet's ability to perform. Dated this 8th day of April, 1999 ADNet International Pantheon Technologies By: ________________ By: /s/ Arnold Takemoto --------------------------- Arnold Takemoto, President EX-99.9 14 SUB-LEASE OF OFFICE SUBLEASE AGREEMENT Between TEG/Thor Equity LLC And CancerOption.com, Inc. Lease of Premises: 7332 E. Butherus Drive Suite 101 Scottsdale, AZ 85260 Square Feet: 1513 office space Base Rent: $2,,681.36 Year 2 and Year 3 minor increase in base rent Commencement Date: April 1, 1999 Expiration Date: March 31, 2002 Tenant has the option to extend the aforementioned lease an additional 3 years at prevailing market rates /s/ George E. Mahfouz, Jr. /s/ Arnold Takemoto - -------------------------- ------------------------ George E. Mahfouz, Jr. Arnold Takemoto, President TEG/Thor Equity Group LLC CancerOption.com 4-14-99 4-14-99 - ------- ------- Date Date EX-99.10 15 SHAREHOLDERS LIST
PANTHEON TECHNOLOGIES, INC. SHAREHOLDER LIST PAGE: I AS OF 04/27/99 FORM: 10A DATE; 04/27/99 TIME: 14:03:15 REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES - ------------ ----------- ----------- ------ ------ SAN L. ARNOLD PA0020 C 2,000 9441 BEVERLY ST ------ BELL HOWER CA 90706 TOTAL 2,000 HELEN AUSTIN PA0125 C 210,000 739 W FLINT ST W 210,000 CHANDLER AZ 85224 ....... TOTAL 420,000 CHARLES AUSTIN PA0126 C 190,000 739 W FLINT ST W 190,000 CHANDLER AZ 85224 ------- TOTAL 380,000 CEDE & CO PA0115 C 744,000 ........ TOTAL 744,000 CHUAN-NA CHANG PA0085 C 2,000 208 WEST 41ST AVE ----- VANCOUVER, B.C. V5Y 2E4 TOTAL 2,000 LANCE DUSANJ PA0130 W 7,500 61 WEST 61ST AVE ----- VANCOUVER SC TOTAL 7,500 V6H IY7 GEORGIA PACIFIC SEC PA0133 C 2,000 STE 1600 TWO BENTALL CENTRE ...... 555 BURRAND ST TOTAL 2,000 VANCOUVER SC V7X 1S6 DUSTIN GOWITT PA0096 C 1,000 11416 78 AVE ...... DELTA, B.C. V4C IN9 TOTAL 1,000 HERDEV S RAYAT PA0122 C 190,000 7890 E DESERT COVE RD ....... SCOTTSDALE AZ 85260 TOTAL 190,000 RODNEY L. KIEFFER PA0135 C 500 RD. 3, BOX 3388A ..... HOUSTON PA 19540 TOTAL 500 KIRKLAND CAPITAL SA PA0117 W 175,000 PO BOX 170 FRONT ST ------- CHURCHILL BLGD TOTAL 175,000 GRAND TURK TCI
PANTHEON TECHNOLOGIES, INC. SHAREHOLDER LIST PAGE: 2 AS OF 04/27/99 FORM: 10A DATE: 04/27/99 TIME: 14:03:15 REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES - ------------ ----------- ----------- ------ ------ ROB KOZAK PA0033 C 2,000 1103-9595 ERICKSON OR ------ BURNABY, B.C. V3J 2N9 TOTAL 2,000 LION EXPLORATIONS LTD PA0036 C 20,000 P.O. BOX 120, FRONT ST ....... GRAND TURK TOTAL 20,000 TURKS & CAICOS GEORGE MAHFOUZ JR PA0123 C 205,000 1003 E REDFIELD DR W 205,000 SCOTTSDALE AZ 85260 ------- TOTAL 410,000 PAULA MAHFOUZ PA0124 C 30,000 1003 E REDFIELD DR W 200,000 SCOTTSDALE AZ 85260 ....... TOTAL 230,000 MOGRARI TRADING & MARKETING, INC. PAOOQl C 1,500 464 BEATRICE ST LANE ..... PORT MOODY, B.C. V3N 2Y8 TOTAL 1,500 PAUL MURPHY PA0006 C 1,000 6435 CAMBIE ST ...... VANCOUVER, B.C. TOTAL 1,000 PACIFIC INT SEC PA0110 C 1,000 1900-666 9URRARD ST ..... VANCOUVER BC TOTAL 1,000 V6C 3Nl JASSVIR S RAYAT PA0120 C 150,000 7890 E DESERT COVE AVE W 190,000 SCOTTSDALE AZ 85260 ....... TOTAL 340,000 KUNDAN S RAYAT PA0121 C 150,000 $131 HIGHGATE ST W 150,000 VANCOUVER BC ....... CANADA VSR 3G2 TOTAL 300,000 HARMEL RAYAT PA0132 C 20,000 5131 HIGHGATE ST W 20,000 VANCOUVER BC ...... V5R 3GZ TOTAL 40,000 HERDEV S RAYAT PA0136 W 190,000 7590 E DESERT COVE AVE ....... SCOTTSDALE AZ 85260 TOTAL 190,000
PANTHEON TECHNOLOGIES, INC. SHAREHOLDER LIST PAGE: 3 AS OF 04/27/99 FORM: 10A DATE: 04/27/99 TIME: 14:03:05 REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES - ------------ ----------- ----------- ------ ------ RAYMOND B SCHOOLEY PAG040 C 2,000 P.O. BOX 463010 ----- ESCONDIDO CA 92046 TOTAL 2,000 SHEFFIELD MANAGEMENT LTD PA0119 C 100,000 PO BOX 135 FRONT ST W 100,000 CHURCHILL BLDG ------- GRAND TURK TCI TOTAL 200,000 ARIAN SONEILI PA0129 W 2,500 16436 GLENNSIDE CT ----- SURREY BC TOTAL 2,500 V4N IV7 SOLA MANAGEMENT SA PA0116 W 175,000 101 EAST HILL Ft MRKT STN N ........ NASSAU BAHAMAS TOTAL 175,000 PO BOX M-10850 ARNOLD TAKEMOTO PA0137 R 3,000,000 ......... TOTAL 3,000,000 WARINDER THOULI PA0131 W 10,000 9-1525 BEAR CREEK RD ....... KELOWNA OC TOTAL 10,000 V7Y 1A5 VILLA HOLDINGS PA0118 C 341,600 PO BOX 61 FRONT ST W 341,600 CHURCHILL BLDG ........ GRAND TURK TCI TOTAL 653,200 ROBERT F. VIZCARRA PAGO18 C 1,000 514 E. SAXTON AVE ...... SAN GABRIEL CA 91776 TOTAL 1,000 RODGER WIST PA0127 R 2,000,000 739 W FLINT ST --------- CHANDLER AZ 85224 TOTAL 2,000,000
PANTHEON TECHNOLOGIES, INC. SHAREHOLDER LIST PAGE: 4 AS OF 04/27/99 FORM: 10A DATE: 04/27/99 TIME: 14:03:05 REPORT SELECTION CRITERIA ........................... CLASS : Common SERIES : ALL MIN. SHARES : 1 STATE : ALL ENTITY : ALL
COMMON SERIES R SHARES SHAREHOLDERS ------ ------------ This Criteria 5,000,000 2 All Other 0 0 --------- ------------ TOTALS 5,000,000 2 COMMON SERIES C SHARES SHAREHOLDERS ------ ------------ This Criteria 2,366,600 23 ALL Other 0 0 ---------- ------------ TOTALS 2,366,600 23 COMMON SERIES W SHARES SHAREHOLDERS --------- ------------ This Criteria 2,166,600 15 ALL Other 0 0 --------- ------------ TOTALS 2,166,600 15
EX-99.11 16 PROFILE OF NEW AUDITORS BERENFELD, SPRITZER, SHECHTER & SHEER CERTIFIED PUBLIC ACCOUNTANTS A Reliable Partner in Today's Demanding Marketplace In today's economic climate, businesses and professionals face fierce competition in an ever-changing financial environment. Effective management of their financial matters is essential if their businesses are to survive and grow. Berenfeld, Spritzer, Shechter & Sheer is a progressive accounting firm with the highest standards of professional excellence, managed by an experienced and diversified executive team. Why has Berenfeld, Spritzer, Shechter & Sheer grown and retained clients through generations of ownership? Because of our focus on personal attention. We believe strongly in the value of responding individually to our clients' needs. That has made us a reliable partner in today's demanding marketplace. Berenfeld, Spritzer, Shechter & Sheer combines the best attributes of both large and small firms. We provide financial, tax and accounting services for domestic and foreign clients. We help them harness the power of computers. In addition, we provide additional services in the area of litigation support, mergers and acquisitions, divestitures, estate planning and personal financial matters. We don't force a choice between quality and affordability. We offer clients a cost-efficient perspective on all projects. We also offer clients something unique. A Global Network Berenfeld, Spritzer, Shechter & Sheer is one of a limited number of accounting firms in the United States, and the only firm in Florida, that is affiliated with the London-based International Association of Practicing Accountants (IAPA). This professional network gives us access to strategic support in such areas as marketing analysis, regulatory compliance and taxation throughout the world. Solutions For The Future Berenfeld, Spritzer, Shechter & Sheer believes in long range planning, creative hard work, and prudent but progressive solutions for its clients. Our broad-based, cost-efficient and flexible capabilities have earned the kind of trust that permits clients to concentrate on their own opportunities for growth. Accounting is a service industry. Our profession demands attention to detail.The detail that sets us apart is our personal and relentless dedication to our clients. ACCOUNTING AND AUDITING Berenfeld, Spritzer, Shechter & Sheer provides a full range of core services for businesses and professionals, large and small. We help our clients develop strategies that focus on growth, not survival. Consistent with prudent accounting practices, we provide financial details that are both accurate and understandable. We respond with the highest degree of integrity as quickly as possible. And always, Berenfeld, Spritzer, Shechter & Sheer excels at personal attention to client needs. Accounting and Write-up Services Audit and Review of Financial Statements Compilation Services for Small Businesses Design and Installation of Accounting and Inventory Control Systems TAXATION Berenfeld, Spritzer, Shechter & Sheer is uniquely prepared to help control the tax costs of businesses and individuals. We focus on new solutions, not old problems. We determine the best legal alternatives for today's complicated tax laws. We help out clients manage the impact of change. Personal, Corporate, Partnership and Fiduciary Tax Returns Payroll and Sales Tax Returns Intangible and Tangible Property Tax Returns Estates, Trusts and Charitable Matters Tax Planning and Projections COMPUTER-BASED ACCOUNTING SERVICES Berenfeld, Spritzer, Shechter & Sheer can help improve the efficiency and productivity of your firm with our, Computer Services Department. We design computer-based accounting and information systems that more effectively manage payroll, inventory, production, sales, marketing and customer service. We advise clients on the proper selection of accounting programs, utilities, productivity software and other computer-related solutions. Where appropriate, we will install these programs for the client, provide instruction and deliver on going support. Computer-based Accounting and Information Solutions Individual Assessment and Design of Client Systems On-site Installation and Instruction On-going Support as Business Grows INTERNATIONAL TAXATION Our clients represent the diversity of the Florida economy: products and services, leisure and travel, health care, creative arts and real estate. An ever-increasing base of clients is represented by foreign individuals and corporations who wish to begin or develop a presence in the United States. We can offer special experience and resources for the foreign investor. Our membership in the International Association of Practicing Accountants (IAPA) gives clients the advantage of our affiliation with colleagues throughout North America, South America, Europe, the Far East and Australia. U.S. Tax Return Preparation for International Operations Financial Services for Offshore Corporations Tax Planning for Foreign Investments in the U.S. Tax Returns for U.S. Expatriates and Resident and Non-Resident Aliens Inter-Company Pricing Issues ADDITIONAL SERVICES Non-accounting and tax matters increasingly are important to individuals and corporations. Growing, managing and disposing of financial resources requires skilled and knowledgeable attention to small details. Berenfeld, Spritzer, Shechter & Sheer can help clients in many matters associated with their business and personal lives. As with our other services, we provide professional assistance, flexible response and close personal attention. Litigation Support Business Plans Custom-Tailored Management Reporting Programs Retirement and Financial Planning Family Tax Matters Real Estate Sales and Acquisitions Feasibility Studies PARTNERS LAWRENCE J. BERENFELD, C.P.A. The founding partner, Larry started the firm in the late 1960s. Prior to that, he served four years in the United States Air Force and went on to the University of Florida, where he graduated with a Bachelor of Science degree in Business Administration. Larry brings more than 35 years of experience in all aspects of tax and accounting with concentrations in construction and real estate development. Within the firm, he is the administrative partner and is responsible for the implementation and management of the quality control procedures. His interests include sports, travel, cooking and photography. MICHAEL SPRITZER, C.P.A. Mike joined the firm in 1972. He received his Bachelor of Science degree in Accounting from Brooklyn College and a Masters degree in Business Administration from the University of Michigan. Before joining the firm, Mike worked with a Big Six accounting firm and later was employed by a large international financial institution in Geneva, Switzerland. Mike represents many foreign based investors and businesses, as well as U.S. clients who have established businesses overseas. His community activities include volunteer work for the Union of American Hebrew Congregations and the South Dade Board of the Greater Miami Jewish Federation. PHILIP J. SHECHTER, C.P.A. A Miami native, Phil Shechter, has been practicing accounting since 1982, when he received his Bachelor of Science degree in Accounting from the University of Florida. Phil manages the firm's small business department and heads the litigation division. He has extensive experience in the travel and I leisure industry. He is also the partner in charge of estate tax planning and systems analysis. In his free time, Phil volunteers for organizations such as the Coconut Grove Chamber of Commerce and the Miami Children's Hospital. A past president of the Miami Sundown Rotary Club, he spends each Thanksgiving cooking and sharing dinner at the Catholic Home for Abused Children. EMERY B. SHEER, C.P.A. Born and raised in Pennsylvania, Emery holds a degree in Music Education with graduate studies in Opera Performance at Boston University. He has completed graduate studies in Accounting and Taxation at the University of Miami and Florida International University. With particular expertise in the entertainment industry, his client list includes performing artists and non-profit organizations. Emery is an active member of both the American Institute of Certified Public Accountants and Florida Institute of Certified Public Accountants, where he served as president of the South Dade Chapter. His wife is an accomplished violinist, having toured with such celebrities as Frank Sinatra and Rod Stewart. Emery enjoys basketball, singing and skiing. MARC A. BERENFELD, C.P.A. Marc graduated from the University of Florida with a Bachelor of Science degree in Accounting in 1985 and joined the firm shortly thereafter. He manages the firm's common interest realty associations and management information systems divisions. Marc has extensive background in litigation support services, real estate accounting, computer systems and condominium and homeowner associations. He serves on the Common Interest Realty Associations committee of the Florida Institute of Certified Public Accountants. In his free time, Marc volunteers as the head basketball coach of the Dave & Mary Alpers Jewish Community Center's varsity basketball team and for the Coconut Grove Chamber of Commerce. Marc also enjoys playing basketball and other team sports, cooking and reading. -----END PRIVACY-ENHANCED MESSAGE-----