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PROSPECTUS
Kanakaris Communications, Inc.
(previously known as Big Tex Enterprises, Inc.)
5,000,000 Shares (1)
Common Stock
Offering Price $_____ per Share
(1) Under SEC Rule 416, there will be a change in the amount of securities being
issued to prevent dilution resulting from stock splits, stock dividends, or
similar transaction.
Kanakaris Communications, Inc., a Nevada corporation (the "Company", "we",
"our", "us"), is making this offering ("Offering") of up to 5,000,000 shares of
our $0.001 par value common stock (the "Shares") at an offering price of $____
per Share on a "best efforts" basis under the terms of this Prospectus for the
purpose of providing working capital for us.
The Shares offered in this Offering are highly speculative and involve a high
degree of risk to public investors and should be purchased only by persons who
can afford to lose their entire investment. See "Risk Factors."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Offering Price Commission, Finders' Fees Proceeds to the Us
And Allowances
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Per Share $ None $
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Maximum $ None $
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In working towards completion of this Prospectus, we may amend any
information contained in this Prospectus. The registration statement relating
to the securities has been filed with the Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus is not an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State where such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, Dated ________________, 1999
THE SHARES ARE OFFERED BY THE COMPANY AND WE RESERVE THE RIGHT TO REJECT ANY
PURCHASE FOR ANY REASON.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OR OPEN OFFER TO
BUY INTO SECURITIES IN A STATE IN WHICH IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE UNDER THIS
PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE
THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS PROSPECTUS WILL BE
AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING SHAREHOLDERS, AND FOR
ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN ACCEPTED AS SHAREHOLDERS.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY MATERIAL FACT OR CONTAIN ANY
UNTRUE STATEMENT OF MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN AUTHORIZED BY
THE US TO GIVE ANY INFORMATION OR MAKE A REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR CONTAINED IN THIS PROSPECTUS;
IF GIVEN OR MADE, SUCH INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
ALL OFFEREES AND SUBSCRIBERS WILL HAVE AN OPPORTUNITY TO MEET WITH OUR
REPRESENTATIVES TO VERIFY ANY OF THE INFORMATION INCLUDED HEREIN AND TO OBTAIN
ADDITIONAL INFORMATION. COPIES OF ALL DOCUMENTS, CONTRACTS, FINANCIAL STATEMENTS
AND OTHER COMPANY RECORDS WILL BE MADE AVAILABLE FOR INSPECTION AT ANY SUCH
MEETING OR DURING NORMAL BUSINESS HOURS UPON REQUEST TO US.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN WRITING THAT THEY
HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY, AND UNDERSTOOD THE CONTENTS
THEREOF, THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND
THEY DID SO TO THEIR SATISFACTION.
WE HAVE THE RIGHT, IN OUR SOLE DISCRETION, TO ACCEPT OR REJECT SUBSCRIPTIONS
IF WE
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OR OUR COUNSEL DETERMINES AN INVESTOR TO BE UNSUITABLE FOR THE PURCHASE OF
THE SHARES.
(1) A maximum of 5,000,000 shares may be sold on a delayed basis under Rule
415 under the Securities Act of 1933, as amended, pursuant to the conversion
of certain debentures into our common stock. The offering will remain open
until the maturity date of the debentures on [date of maturity].
(2) No commissions will be paid from the sale of the Shares on this delayed
basis.
(3) The Net Proceeds which will be paid to us from this Offering is calculated
before deducting the payment of certain expenses of this offering. See "Use of
Proceeds."
TABLE OF CONTENTS
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PROSPECTUS SUMMARY...................................................... 6
RISK FACTORS............................................................ 8
HOW WE INTEND TO USE THE PROCEEDS OF THIS OFFERING...................... 17
OUR MANAGEMENT DETERMINED OUR OFFERING PRICE ARBITRARILY................ 18
DILUTION................................................................ 19
OUR PLAN FOR DISTRIBUTING THE STOCK..................................... 20
LEGAL PROCEEDINGS....................................................... 21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............ 23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......... 25
DESCRIPTION OF SECURITIES............................................... 26
INTEREST OF NAMED EXPERTS AND COUNSEL................................... 29
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..................... 29
ORGANIZATION WITHIN LAST FIVE YEARS..................................... 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................. 31
DESCRIPTION OF THE BUSINESS............................................. 33
DESCRIPTION OF PROPERTY................................................. 37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................... 37
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................ 37
EXECUTIVE COMPENSATION.................................................. 38
FINANCIAL STATEMENTS.................................................... 39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.............................................. 79
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