This is an interesting tidbit that I received unsolicited in email. It would be interesting to know who is behind it. I post it if anyone has any information, could be useful - not for me since I would not invest one cent in such an enterprise, but perhaps to regulators? PRIVATE PLACEMENT OFFERING MEMORANDUM September 12, 2000
MITZVAH, INC.
245 North Ocean Blvd, Suite 202,
Deerfield Beach Florida 33441
NOTICE OF SALE OF SECURITIES PURSUANT TO REGULATION D, RULE 506 OF THE SECURITIES ACT OF 1933, AND/OR UNIFORM LIMITED OFFERING EXEMPTION
800,000 shares of Common Stock at a price of $2.50 per share Minimum Purchase - 5,000 Shares
About The Company
Mitzvah, Inc. was organized as a Florida corporation in March of 1999. Mitzvah, Inc. is a business intelligence product software Database Company. It's primary business is to gather and compile a database of names from which companies marketing their products online can draw in order to sell their products and services. Thus far the Company has compiled a database of over thirty-five million (35,000,000) names. The Company's business plan anticipates the addition of an additional 160 million names over the coming year. The database will contain names for the United Sates and international markets such as Europe, Asia, Japan, India and Central and South America. In addition, Mitzvah, Inc. intends to expand its profit potential by merging companies, which promote and sell their products via the Internet, into the Public Company, thereby integrating its business with the constituent businesses of its merger partners. Of course, there is no assurance that any companies will actually be purchased. Any business combination or transaction may result in a significant issuance of shares and substantial dilution to shareholders depending upon the terms and conditions of any future merger or mergers.
Additionally, at the present time the Company is seeking to merge with a company whose securities are publicly traded. The primary attraction of such a merger partner or acquisition vehicle will be the Company's status as a public company. Any business combination or transaction may result in a significant issuance of shares and substantial dilution to our shareholders.
Price to Investors Selling Commission Proceeds to Company
Per Share $2.50 $0.325 $2.175
Total Minimum $500,000 $65,000 $435,000
Total Maximum $2,000,000 $260,000 $1,740,000
The Offering price is $2.50 per share, which has been arbitrarily determined and which bears no relationship to the assets, earnings, or book value of the Company or other accepted criteria of value.
An investment in this offering of its Stock is highly speculative and involves certain substantial risks, which you should consider. See "Risk Factors." Risks include those associated with the offering of securities for which there is no trading market and risks associated with an investment in a newly formed Company. YOU ARE URGED TO READ THE MEMORANDUM CAREFULLY BEFORE MAKING ANY DECISION TO PURCHASE. YOU SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. |