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Loftwerks, Inc.
15c211
INFORMATION & DISCLOSURE STATEMENT
6544 Beaubien St., Detroit, MI 48202, United States of America
SYMBOL: LFWK CUSIP NO: 54047p 10 6
Common, Par Value $0.001
Incorporated under the laws of the State of NV on
April 19th, 2005
I.R.S. Employer Identification No: 38-358 8143
ISIN: US44044J1043
SIC Code: 6552 primary, 6519 & 6531 secondary
Transfer Agent: Transfer Online
Company Information Statement
June 23th, 2005
Loftwerks, Inc. ("the Company") is responsible for the content of this Information
Statement. To the knowledge of the Company the information is correct and no material
circumstances have been omitted. The information contained in this report
has not been filed with the Securities and Exchange Commission, the
National Association of Securities Dealers, or any other regulatory body. The financial
information in this report is unaudited; and is based on present knowledge and belief, is
believed to be correct. The Issuer has duly caused this report to be signed on its behalf
by the undersigned, duly authorized, on this twenty-third day of June, 2005.
/s/ Dennis Ammerman
Dennis Ammerman
President
Loftwerks, INC.
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Item (i): The exact name of the issuer and its predecessor (if any).
In answering this item, please also provide any names used by predecessor entities in
the past five years.
Loftwerks, Inc. was incorporated under the laws of the State of Nevada on April 19 ,
2005. Prior to that, Loftwerks has been in business as a private company for over ten
years.
Item (ii): The address of its principal executive offices.
In answering this item, please also provide (i) the telephone and fax number of the
issuer’s principal executive offices, (ii) if applicable, the URL of each website maintained
by or on behalf of the issuer, and (iii) if applicable, the name, phone number, email
address, and mailing address of the person responsible for the issuer’s investor
relations.
CORPORATE MAILING ADDRESS
A. 6544 Beaubien St., Detroit, Michigan 48202
B. 313.874.4949 voice
C. 313.874.5955 fax
www.loftwerks.com and www.loftwise.com
The company has not hired an investor relations firm at this time.
Item (iii): The state and date of incorporation, if it is a corporation.
Nevada, April 19th, 2005.
Item (iv): The exact title and class of the each class of securities outstanding. For
tips, you may wish to consult the SEC’s Plain English Handbook, available for
free on its website (www.sec.gov). In addition, please provide the CUSIP and trading
symbol. In answering this item, provide the requested information for each class of
securities outstanding.
All shares are common shares
CUSIP: 54047p 10 6
Symbol: LFWK
Item (v): The par or stated value of the security.
In answering this item, provide the requested information for each class of securities
outstanding.
Par value $0.001 per share; all shares are common.
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Item (vi): The number of shares or total amount of the securities outstanding and
a list of securities offerings in the past two years.
A. In answering this item, provide the number of shares that are (i) authorized, (ii)
outstanding and (iii) freely tradeable (public float). Also provide the number of
shareholders. This information should be provided for each class of securities
outstanding. Please provide this information as of the end of the issuer’s most recent
fiscal quarter, as well as the issuer’s most recent fiscal year.
Issuer is pending completion of its first fiscal year. All numbers are since inception, and
are through June twenty-third (06/23) 2005
As of June 23th, 2005:
Authorized: 200,000,000
Outstanding: 20,413,500
Freely trade: 392,000
Number of shareholders: 27
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There is no preferred stock issued at this time Information as of June 23 2005, at
inception:
Authorized common shares 200,000,000
Common Shares Issued 20,000,000
Free Trade 0
Shares In Float 0
Number Of Share Holders 1
Information as of April 30, 2005
Authorized common shares 200,000,000
Common Shares Issued 20,000,000
Free Trade 0
Shares In Float 0
Number Of Share Holders 1
Information as of June 23, 2005
Authorized common shares 200,000,000
Common Shares Issued 20,413,500
Free Trade 392,000
Shares In Float 392,000
Number Of Share Holders 27
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B. In addition, provide a list of all offerings of securities, whether private or public, by the
issuer within the two-year period ended on the last day of the issuer’s most recent fiscal
year and from such day to the date the issuer has provided information in response to
this item. The list, which may be in tabular form, should indicate the nature of each
offering (Rule 504, intrastate, etc.) and any jurisdictions where the offering was
registered or qualified as well as the number of shares offered and the price at which
they were offered. The issuer should include all shares or any other securities or options
to acquire such securities issued for services in the past two year period, describing the
securities, their trading status, the persons or entities such securities were issued to and
what services were provided by the person or entity.
a. As of the end of the most recent fiscal year:
None.
b. As of the date of this disclosure statement:
As of June 23th, 2005, the Issuer sold 392,000 shares of common stock, $.001 per share,
pursuant to rule 504.
The company has an open 504D. In May of 2005, the issuer, a Nevada Corporation,
opened a 504D; the 504D was filed and received by Securities and Exchange
Commission on 05/03/2005 (file number 021-76843).
The 504D offered for sale up to $1 million US dollars of common stock of the Company
at the purchase price of .001 only to “accredited investors” as the term is defined in the
Securities Act of 1933, residing in the state of Texas. Presently, the most recent 504
information available is contained above, ie. as of June 23, 2005, 2005, 392,000 shares
of 504 stock have been issued. The 504 is expected to remain open at this time (expires
May 2006) in anticipation of raising $1million; the company intends to utilize this method
to finance the pilot and six episodes of the hi-def television production.
In summary: CEO Dennis Ammerman was issued 20 million shares for services,
including maintenance of company. 392,000 shares were sold via the open 504D.The
remaining 21,500 shares of restricted stock was issued for professional services for the
company.
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Shares issued for services:
Restricted shares :
SHARE HOLDER NAME SERVICE PROVIDED DATE
ISSUED
AMOUNT
Dennis Ammerman Management / CEO 05/10/2005 20,000,000
Jennifer Brooks Secretary Services 06/06/2005 500
Erica Calderon Secretary Services 06/06/2005 500
Hardie Hanilton Mortgage Financial Consultant 06/06/2005 10,000
Homes By St. Martin Contruction advisor 06/06/2005 500
Innes Kelly Business consultant 06/06/2005 500
Sean Kelly Business consultant 06/06/2005 500
Ashley Laws Secretary Services 06/06/2005 2500
Wendy Reinke Communications coordinator 06/06/2005 5000
James Taylor Legal Assistant advisor 06/06/2005 1500
Item (vii): The name and address of the transfer agent.
Transfer Online.
Transfer Online, Inc.™
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Transfer Online is registered with the Securities and Exchange Commission under the
Securities Act of 1934.
Item (viii): The nature of the issuer’s business.
In describing the issuer’s business, please provide the following information:
A. Business Development. Describe the development of the issuer during the
last three years. If the issuer has not been in business for three years,
provide this information for any predecessor company. This business
development description should also specifically include:
Loftwerks, Inc. was originally organized by filing the Articles of Incorporation with the
Secretary of State of the State of Nevada on April 19st, 2005. For the past ten years,
Loftwerks has provided urban renewal and gentrification services to previously existing
and underutilized office and living space.
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1. The form of organization of the issuer (e.g., corporation, partnership, limited
liability company, etc.);
Loftwerks, Inc. is a Nevada Corporation.
2. the year that the issuer (or any predecessor) was organized;
Loftwerks was incorporated on April 19th, 2005 by filing the Articles of Incorporation with
the Secretary of State of the State of Nevada
3. the issuers fiscal year end date;
The fiscal year for Loftwerks ends Dec. 31.
4. whether the issuer (and/or any predecessor) has been in bankruptcy,
receivership or any similar proceeding;
Loftwerks has not and is not in the process of filing bankruptcy, receivership, or any
other similar proceeding.
5. any material reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business;
Loftwerks has not made any material reclassifications, mergers, nor consolidations.
6. any default of the terms of any note, loan, lease, or other indebtedness or
financing arrangement requiring the issuer to make payments;
Loftwerks has not defaulted on any note, loan, lease or other indebtedness nor
possesses any financing arrangement to make payments.
7. any change of control;
Loftwerks has not undergone a change in control.
8. any increase in 10% or more of the same class of outstanding equity securities;
Loftwerks has not experienced any increase in 10% or more of the same class of
outstanding securities.
9. describe any past, pending or anticipated stock split, stock dividend,
recapitalization, merger, acquisition, spin-off, or reorganization;
Loftwerks has no past, pending, anticipated stock split, stock dividend, recapitalization,
merger, acquisition, spin-off, or reorganization.
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10. any delisting of the issuer’s securities by any securities exchange or
NASDAQ; and
Loftwerks has not been delisted by any securities exchange or NASDAQ.
11. any current, past, pending or threatened legal proceedings or administrative
actions either by or against the issuer that could have a material effect on the
issuer’s business, financial condition, or operations. State the names of the
principal parties, the nature and current status of the matters, and the amounts
involved.
None of the above apply to Loftwerks.
B. Business of Issuer. Describe the issuer’s business so a potential investor can
clearly understand it. Please also include, to the extent material to an
understanding of the issuer, the following specific items:
"Everything today is disposable; nothing has a long shelf-life. To this generation (25-45),
this is no longer acceptable. Loft-dwellers like to preserve. They have an 'Earth Day'
mindset. They see previous generations as having wasted precious resources. Many
have been to Europe and have seen how old buildings are a vital part of modern
European culture. They appreciate and desire things with character. America's old
buildings, once thought useless by most, are in fact more desirable and spectacular
than anything we're building today... "
- D. Ammerman, founder of Loftwerks
America’s inventory of historical buildings has sadly been left to decay . . . until recently.
Several small real estate developers have begun restoring these gems and are
breathing life back into the classical city through these structures. The conversion from
warehouse and office buildings into New York or Soho styled lofts is the first step
towards real renaissance. Loftwise believes it can play an integral role in helping first
time homeowners in identifying, acquiring, and renovating loft spaces in the top 100
media markets across the United States. Opportunities for urban retail and commercial
expansion will follow as more people return to the heart of the City. A logical outreach
from the work performed by Loftwise was the development of a television series.
With stunning footage shot entirely in high-definition, LoftWise is also a television series
designed to be the ultimate guide for stylish, urban living. Combining the voyeurism of
MTV Cribs, the do-it-yourself of This Old House, the flair of The Travel Channel, and the
hard news element of 20/20, LoftWise will illustrate how to create the definitive living
space that complements a modern and urban lifestyle.
1. the issuer’s primary and secondary SIC Codes;
SIC codes - 6552 primary, 6519 & 6531 secondary
2. if the issuer has never conducted operations, is in the development stage or is
currently conducting operations;
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Loftwerks was originally founded and has been operational since 1994. Loftworks has
been in operation for over ten years as a private company. Additionally, LoftWerks, LLC
was incorporated under the laws of the State of Michigan on March 1st, 2001; the
company maintains web addresses for Loftwerks and Loftworks with specific identities
under both names. The company was merged with the Nevada Corporation in order to
go public.
3. state the names of any parent, subsidiary, or affiliate of the issuer, and
describe its business purpose, its method of operation, its ownership, and
whether it is included in the financial statements attached to this disclosure
document;
Loftwerks has no parent, subsidiary, or affiliate.
4. the effect of existing or probable governmental regulations on the business;
Not applicable; no governmental regulations on business.
5. an estimate of the amount spent during each of the last two fiscal years on
research and development activities, and, if applicable, the extent to which the
cost of such activities are borne directly by customers;
Research has focused on two separate areas of business: real estate and television
production. Real estate continues to increase, as a whole, in this country, with slight
regional bubbles, pullbacks, and corrections, but largely insulated against the cycles of
the economy. For this reason, Loftwerks is very bullish on the potential of real estate,
especially as It pertains to urban renewal and Loftwerks business plan.
Loftwerks has studied television production to decide on the format for the television
show (high definition), the camera to shoot the show (Panasonic or Sony), and the
delivery method for the show (Beta SP or DVCPro, etc.). Equal time has been spent
considering the media markets, clearance lists, syndication potential, etc.
6. costs and effects of compliance with environmental laws (federal, state and
local);
Not applicable; issuer has no exisiting environmental applications nor liabilities.
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7. number of total employees and number of full time employees.
Loftwerks has fourteen employees. Loftwerks has a staff of five full time employees and
nine part time contract vendors and subs.
C. Investment Policies. For any investments that the issuer has, provide clear
descriptions of the investments, any restrictions or impairments the investments
may have and the policies used to value and/or depreciate such assets from a
financial and tax perspective. State whether there are any limitations of the
percentage of assets which may be invested in any one investment, or type of
instrument, and indicate whether such policy may be changed without a vote of
security holders. State whether the issuer’s policy is to acquire assets primarily
for possible capital gain or primarily for income. If the issuer owns any real
estate, interests in real estate, mortgages or securities related to or backed by
real estate, describe the issuer’s policies with respect to each of the following
types of investments (the below items 1-3 do not need to be included if the issuer
has disclosed it does not own any real estate or real estate related investments).
1. Investments in real estate or interests in real estate. Indicate the types of real
estate in which the issuer may invest, and describe the method (or proposed
method) of operating and financing these properties. Indicate any limitations on
the number or amount of mortgages that may be placed on any one piece of
property.
The current and proposed properties under assignment to Loftwerks are clear of
impairments and restrictions. The company uses GAAP principles and licensed
appraisers to value the properties. There are no limitations placed on the percentage of
assets which may be invested in each property; all decisions are subject to
management approval. All of the properties can have unlimited mortgages, in number
and amount, but there are no current plans to hold multiple mortgages.
A. Landsberg Lofts North, Detroit, MI
a. 8 units
• Purchased for 460K
• Mortgage held by CEO Dennis Ammerman
• Appraised value (prior to construction) = $750K
• Construction Costs to date = $500K
• Construction Costs remaining = $150K
• Estimated value upon completion =$2.1 M
Building was financed via a debt equity agreement with CEO Dennis Ammerman.
B. Milwaukee Junction, Detroit, MI
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a. This building will be new construction
b. 52 Brownstone (new construction)
c. 14,000 sq. ft. of retail
The company is presently negotiating financial terms for the building.
b. Ambrose Lofts – Joint Venture (40% to LoftWerks), Nashville, TN
a. 20 unit loft conversion, total sale price $4.7 million
b. Ground floor retail (occupied)
c. 40% of project to Loftwerks including short term note representing 64K
in equity
c. Doctors Building – loft conversion
a. Approx. 50 units, total sale price $15 million
b. Ground floor office/retail (occupied)
Presently in development with Strategic and Logistic Planning committee; terms should
be available within a six month period.
d. Mid-rise luxury condominium project.
a. This building will be new construction
b. Approx. 50 units,
c. total sale price $40 million
The renovation of this building is a joint venture that will be managed by Loftwerks.
Eventual sale price is estimated at $40 million. Building owner is giving Loftwerks a TBD
percentage of ownership based on Loftwerks performance.
2. Investments in real estate mortgages. Indicate the types of mortgages and the
types of properties subject to mortgages in which the issuer plans to invest.
Describe each type of mortgage activity in which the issuer intends to engage,
such as originating, servicing and warehousing, and the portfolio turnover rate.
The Company typically invests in three types of structures: Lofts, high rises, and mid
rises. All loft based structures, high rises, and mid rises will carry mortgages. The typical
mortgage activity servicing; there is no turnover rate at this time.
3. Securities of or interests in persons primarily engaged in real estate activities.
Indicate the types of securities in which the issuer may invest, and indicate the
primary activities of persons in which the issuer may invest and the investment
policies of such persons.
N/A; no securities interests in persons primarily engaged in real estate activities.
Item (ix): The nature of products or services offered.
In responding to this item, please describe the following:
1. principal products or services, and their markets;
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a. Acquisition of warehouses or class c office buildings for renovation
and conversion to loft apartments or loft condominiums
b. New condominium construction – in-fill or new mid-rise structures
2. distribution methods of the products or services;
Loft Wise TV Show
d. Urban life-style show in HD
e. Season 1 - 13 episodes shot around North America
f. Season 2 – 13 episodes in North America (and 2 or 3 in Europe)
g. Expand into corresponding Loft Wise Magazine (more ads, detail, etc.)
h. Offer links and shopping cart for items promoted on show (cabinets,
furniture)
3. status of any publicly announced new product or service;
Loftwerks is rolling out a host of new products in 2005, including
a. National Urban Realty Franchise (3rd quarter 2005)
i. Franchise (similar to Century 21 or ReMax, but in urban
centers) in top 35/40 ADI (Area of Direct Influence – TV & Radio
term) (3rd quarter 2005)
ii. National marketing campaign – linked to/with Loft Wise TV
Show which in production now.
b. New kitchen cabinet line (4th quarter 2005)
i. A combination of traditional American and Italian cabinets with
stainless steel or other metals and glass
ii. Intentionally radical and non-symetrical
c. New line of loft furniture (4th quarter 2005)
i. Larger then traditional American
ii. Components that can be used to section off open floor plan
design
iii. Innovative and modern style Murphy beds; unique combination
of metal, glass, wood, etc.
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4. competitive business conditions, the issuer’s competitive position in the
industry, and methods of competition;
a. Emerging marketing – “second-tier” cities (30/35 and smaller ADI’s)
b. Our purchasing volume, unique design and experience combine to
reduce our construction cost compared to local competitors. Innovative
designs incorporated with our unique finished give us a major
advantage over other similar products offered by local developers.
5. sources and availability of raw materials and the names of principal suppliers;
a. The materials, i.e. lumber, wiring, mechanical systems, elevators,
hardwood flooring, tile and slate, bathroom furnishings, etc., are
readily available in the local markets.
b. Our volume items, i.e. drywall, metal studs, hardwood flooring, kitchen
cabinets, etc., are purchase in large quanities directly from the
manufacturers, thereby saving additional costs.
6. dependence on one or a few major customers;
Our Customers are local residential buyers. The markets we look for have begun to
show interest in downtown/urban living with additional potential in retail. We are
dependent on the North American real estate market and buyers and renters in the
region. To a lesser degree, we are dependent on interest rates as they pertain to the
buying patterns of our likely customers.
7. patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including their duration;
a. With the future development of a new kitchen cabinet line, we’ll
offer something exclusively to our product
b. The TV show will offer additional marketing of our product to a
national market
c. Cabinets and furniture may secure patents
8. the need for any government approval of principal products or services.
Discuss the status of any requested government approvals.
Not applicable; issuer has no need for government approval.
Item (x): The nature and extent of the issuer's facilities.
The goal of this section is to provide a potential investor with a clear
understanding of all assets, properties and/or facilities owned, used or leased by
the issuer (other than Investments described in Item viii C).
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All properties owned, partially owned, under Joint Venture, and leased by the company
are described in detail in sectionsviii C. As per the directions stated above in Item X,
Loftwerks has no additional properties of a book value of equal to 10% or more of the
total assets of the issuer and its consolidated subsidiaries for the last fiscal year that are
not previously disclosed. For the book value of properties, please view our attached
financial statements.
1. Describe the general character and location of all materially important
properties held or intended to be acquired by or leased to the issuer and describe
the present or proposed use of such properties and their suitability and adequacy
for such use. Properties not yet acquired should be identified as such.
Corporate Office; Detroit office is
Loftwerks - 6544 Beaubien St., Detroit, Michigan 48202
Michigan office is leased (through 2007), Nashville office is owned
a. MICHIGAN -– 1,000 sq. ft. construction and sales office
This location is the corporate headquarters of Loftwerks.
The lease expires 12/31/07 and is provided without
any monetary reimbursement to the property owner,
in exchange for management services rendered by
Loftwerks for the entire Property.
TENNESSEE - 162 4th Ave N suite 104 Nashville, Tennessee 37219
The Nashville location is utilized as the regional sales office for
Loftwerks. This office has sufficient space to conduct the daily
operations of the Loftwerks staff overseeing the properties in the
region as well as host prospective clients and property tenants. The
Tennessee office has additional modifications planned to
accommodate future sales events. The office space is owned with a
mortgage through Regions bank, carrying a principal balance of
approximately $400,000.00.
Company offices
a. A one-story masonry building with new tenant finishes
b. A 1,660 sq. ft. office in a building we’re developing in Nashville, TN
Lease Conditions
c. Michigan office has 2 more years on the lease w/ options for 4 more
years
Renovation needs
d. Michigan office has been recently renovated
e. Tennessee office will have some modifications to accommodate sales
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2. State the nature of the issuer’s title to, or other interest in, such properties and
the nature and amount of all material mortgages, liens or encumbrances against
such properties. Disclose the current principal amount of each material
encumbrance, interest and amortization provisions, prepayment provisions,
maturity date and the balance due at maturity assuming no prepayments.
Michigan office is leased (thru 2007), Nashville office is owned
MICHIGAN -– 1,000 sq. ft. construction and sales office
TENNESSEE – 1,660 sq. ft. sales and regional office
3. Outline briefly the terms of any lease or any of such properties or any option or
contract to purchase or sell any of such properties.
Michigan office has 2 more years on the lease w/ options for 4 more years
4. Outline briefly any proposed program for the renovation, improvement or
development of such properties, including the estimated cost thereof and the
method of financing to be used. If there are no present plans for the improvement
or development of any unimproved or undeveloped property, so state and
indicate the purpose for which the property is to be held or acquired.
Michigan office has been recently renovated; Tennessee office will have some
modifications to accommodate sales
5. Describe the general competitive conditions to which the properties are or may
be subject.
N/A; property is not subject to general competitive conditions.
6. Include a statement as to whether, in the opinion of the management of the
issuer, the properties are adequately covered by insurance.
Yes, property is adequately insured.
7. With respect to each unimproved property which is separately described,
provide the following in addition to the above:
N/A; there are no unimproved properties to describe.
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Item (xi): The name of the chief executive officer, members of the board of
directors, as well as counsel, accountant and public relations consultant.
The goal of this section is to provide an investor with a clear understanding of the
identity of all the persons or entities that are involved in managing, controlling or
advising the operations, business development and disclosure of the issuer, as
well as the identity of any significant shareholders.
A. Officers, Directors, Advisors. In responding to this item, please provide the
full names, business addresses, employment histories, board memberships,
other affiliations, and number of securities (and of which class) beneficially
owned by each such person, which information must be no older than the end of
the most recent fiscal year, for the issuer’s:
1. Executive Officers/Directors
Name Position Other Affiliations CommonShares
Dennis Ammerman CEO -- 20,000,000
Employment history and address of each Officer/Director
Dennis Ammerman
President, CEO
Growing up in a rural-values suburb of Kansas City, Dennis Ammerman learned early
the value of taking on life’s endeavors with intimate care. “My father taught me that if
you are going to do something, do it right. If you do it right, you will only have to do it
once,” he says. With such a philosophy of care, Ammerman set out on a lifelong journey
of cutting edge business ventures across a wide-spectrum of the American culture
again taking on the role of pioneer.
What we love determines how we live, and Ammerman has always had a tremendous
respect and appreciation for history. Always the student, he has spent his life absorbing
the trends of the past and using them as tools of prediction for how the American
cultural climate is going to shift next. Although Dennis’ background includes ventures as
diverse as asbestos remediation, importing of exotic sport scars, marketing for the
Calgary Winter Olympics and notoriety as a national champion ice sculptor, today
Dennis Ammerman is dedicated to the revitalization of metropolitan centers - urban
living at it's best.
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After relocating to Detroit in the 90’s, Ammerman combined his love of the city, with his
appreciation of history and architecture and engaged a team of urban development
specialists around the country to help Detroit rejuvenate the city’s core. As a result, he
founded LoftWerks in 1994. During the course of several years, Ammerman engaged
experts in urban housing, planning, architectural design, and development. Taking
advice and wisdom from loft pioneers and urban developers in Chicago, Dallas, St.
Louis and Kansas City, Ammerman formed strategic alliances with people and
companies that shared the vision, passion and knowledge to the development team.
RFP ASSOCIATES, INC. 4/1994 – 12/1999
Associate Broker;
Specializing in urban buildings related to potential loft development
Involved with regional rail studies, urban transportation
DECO REAL ESTATE GROUP, LLC 1/2000 – 4/2002
Owner, Associate Broker;
Specializing urban buildings for loft development and large urban homes
Co-developed a loft project and handled sales for several loft developments
LOFTWORKS, LLC Present
Owner, Associate Broker, Licensed Builder;
Developed lofts, handled sales and rental for loft projects
2. Directors;
Dennis Ammerman is the sole Director and CEO of Loftwerks, Inc.
3. General Partners;
There are no General Partners at this time.
4. Investment Banker(s)
There are no investment bankers at this time.
5. Promoters;
N/A, there are no promoters for Loftwerks.
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6. Control Persons;
The only control person and holder of more than 5% beneficial ownership is CEO
Dennis Ammerman.
Name Position % Ownership Shares
Dennis Ammerman CEO 97.9 20,000,000
7. Counsel;
Mark A Triesch
353 S. Hackberry Ave.
New Braunfels, TX
781130
ph: 210-326-8501
8. Accountant or Auditor;
The company has yet to hire an accountant or auditor.
9. Public Relations Consultant (s)
There is no public relations person at this time.
10. Any other advisor (s) that assisted, advised, prepared or provided information
with respect to this disclosure documentation – the information should include
advisors(s) telephone number and email address.
This document was compiled by CEO Dennis Ammerman.
B. Legal/Disciplinary History. Please also identify whether any of the foregoing
persons have, in the last five years, been the subject of:
1. a conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
None.
2. the entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person’s
involvement in any type of business, securities, commodities, or banking
activities;
None.
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3. a finding or judgment by a court of competent jurisdiction (in a civil action), the
SEC, the CFTC, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been reversed,
suspended, or vacated;
None.
4. the entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such person’s involvement in
any type of business or securities activities.
None.
C. Beneficial Owners. To the extent not otherwise disclosed in response to the
foregoing, provide a list of the name, address and shareholdings all persons
holding more than five percent (5%) of any class of the issuer’s equity securities.
To the extent not otherwise disclosed, if any of the above shareholders are
corporate shareholders, provide the disclosure requested in this item as to the
person(s) owning or controlling such corporate shareholders and the resident
agents of the corporate shareholders.
There are no holders of 5% of any class of LFWK’s securities other than CEO Dennis
Ammerman.
D. Disclosure of Certain Relationships. Describe any relationship existing among
and between the issuer’s officers, directors, and shareholders.
To the extent not otherwise disclosed, describe all relationships and affiliations
among and between the shareholders and the issuer, its predecessors, its
present and prior officers and directors, and other shareholders.
CEO Dennis Ammerman is the lone director and officer of LFWK at this time.
Item (xii): Adequate disclosure of the Loftwerk’s current financial position,
including the most recent fiscal year and any interim quarters.
Loftwerks has included financial statements in the disclosure document
describing the attached financial statements, the balance sheet date and the date
published, including
1. a balance sheet
2. a statement of income
3. a statement of cash flows
4. a statement of changes in stockholders’ equity
20
2. A summary of the types of information the Company will provide to security
holders in the future and the schedule for providing this information.
Loftwerks plans to update the public on new developments including news, material
events, balance sheet and profit and loss and retained earnings statements on a
quarterly basis, if not sooner, especially regarding news releases and press releases.
xiii. LFWK’s financial information for the two preceding fiscal years:
Loftwerks, Inc.
Consolidated Balance Sheet
(Unaudited)
As of June 8, 2005
ASSETS
Current Assets (Notes 1 &2)
Cash in banks $ 40,850
Accounts receivable 3,963,721
Tools and equipment 25,320
Retainage 4,082
Prepaid expenses 3,042
Total Current Assets 4,037,015
Fixed Assets (Notes 1)
Real Estate 524,000
Trucks 42,353
Computers 16,501
Furniture 7,325
Less accumulated depreciation (103,888)
Net Fixed Assets 486,291
TOTAL ASSETS $ 4,523,306
LIABILITIES & EQUITY
Liabilities
Current Liabilities (Note 3)
Accounts payable $ 449,239
Current portion - long-term debt 9,360
Payroll liabilities 68,880
Total Current Liabilities 527,479
Long-term liabilities (Note 3)
Equipment loan 13,911
Note payable 539,441
Less current portion - long-term debt (9,360)
Total long-term liabilities 543,992
Total Liabilities 1,071,471
Stockholders Equity (Note 4)
Common stock 200,000,000 shares authorized
20,413,500 shares issued and outstanding
par value $0.001 per share 20,414
Additional paid-in capital 3,062,801
Retained earnings 368,620
Total Equity 3,451,835
TOTAL LIABILITIES & EQUITY $ 4,523,306
The preceding financial statement represents the complete history of the company and should be read in
conjunction with the issuer statements provided by the company.
Loftwerks, Inc.
Consolidated Statement of Income And Retained Earnings
(Unaudited)
For the Period
January 1, 2005- June 8, 2005
INCOME
Sales $ 3,963,721
Other income 13,657
Total Income 3,977,378
COST OF GOODS SOLD
Cost of real estate 512,756
Subcontractors 1,638,896
Material 1,534,899
Equipment rental 27,300
Permits and licenses 3,800
Total Cost of Goods Sold 3,717,651
Gross profit 259,727
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 0
Auto expense 4,968
Bank charges 106
Depreciation
Freight and delivery 554
Insurance 18,348
Interest 16,940
Payroll 68,880
Professional fees 6,850
Rent 6,000
Repairs and maintenance 3,168
Small tools 13,350
Utilities 3,034
Total General and Administrative Expenses 142,198
NET INCOME (LOSS) 117,529
Retained earnings - beginning 251,091
Retained earnings - ending $ 368,620
The preceding financial statement should be read in conjunction with the issuer's statements provided by the
company and represents the complete history of the company.
Loftwerks, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
For the period January 1, 2005 through June 8, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ 117,529
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 0
(Increase) decrease in:
Accounts receivable (570,964)
Tools and equipment (9,845)
Retainage (1,200)
Increase (decrease) in:
Accounts payable 120,120
Payroll liabilities 12,138
Due to officers 3,014
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (329,208)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets 234,000
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 234,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 20,200
Increase in notes payable 82,982
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 103,182
NET INCREASE (DECREASE) IN CASH 7,974
CASH AT BEGINNING OF YEAR 32,876
CASH AT MAY 20, 2005 $ 40,850
The preceding financial statement should be read in conjunction with the issuer's statement provided by the
company and represents the complete history of the company.
Loftwerks, Inc.
Consolidated Statement of Stockholder's Equity
(Unaudited)
June 8, 2005
Common Stock Additional Retained Earnings
Shares Amount Paid-in Capital (Loss) Total
Balance April 19, 2005 0 $ 0 $ 0 $ 251,091 $ 251,091
Net Income (Loss) 20,413,500 20,414 3,062,801 117,529 3,200,744
Balance June 8, 2005 20,413,500 $ 20,414 $ 3,062,801 $ 368,620 $ 3,451,835
The preceding financial statement should be read in conjunction with the issuer's statements provided by the
company.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies consistently applied in the
preparation of the accompanying financial statement follows:
Description of Business
Loftwerks, Inc. (a corporation) is a real estate developer involved in helping first time
homeowners identifying, acquiring and renovating loft spaces in the top 100 media markets
across the United States. Opportunities for urban retail and commercial expansion will follow as
more people return to the heart of the city.
Basis of Accounting
Asset and liabilities are recorded and revenues and expenses are recognized on the accrual basis
of accounting.
Property and equipment
Furniture and fixtures and machinery and equipment will be recorded at cost. Maintenance and
repairs are expensed, and additions and improvements will be capitalized. Depreciation will be
computed using the straight line and accelerated methods over useful lives ranging from 3 to 7
years.
Federal Income Tax
Federal income taxes are to be computed annually on the accrual basis of accounting.
NOTE 2 – ACCOUNTS RECEIVABLE
Accounts receivable are recorded as the sales are made.
NOTE 3 –LONG-TERM LIABILITIES
Long-term liabilities include notes payable on equipment and land.
NOTE 4 - SHAREHOLDERS EQUITY
The company was incorporated on April 19, 2005 authorizing 200,000,000 shares of common
stock, par value $.001. On April 19, 2005, 20,000,000 shares were issued to the chief executive
officer for present and future services. On May 5, 2005, 413,500 shares were sold to unrelated
parties at par value.
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xvi. Whether any quotation is being submitted or published directly or indirectly
on behalf of the issuer, or any director, officer or any person, directly or indirectly
the beneficial owner of more than 10 percent of the outstanding units or shares of
any equity security of the issuer, or at the request of any promoter for the issuer,
and, if so, the name of such person, and the basis for any exemption under the
federal securities laws for any sales of such securities on behalf of such person.
None; to the best of the Loftwerks’ knowledge, quotations with respect to the Issuer’s
common stock are not being submitted or published, on behalf of the Issuer or on behalf
of a director, officer, or beneficial owner of more than ten percent of the common stock
issued and outstanding.
Item (xv): Tradability Opinion Letter issued by Counsel
Please attach as an exhibit any opinion by issuer’s counsel stating that any
securities of the issuer may be sold pursuant to an exemption from registration
under Section 5 of the Securities Act of 1933.
24
Risk Factors
Legal Proceedings
The Company is not a party to any legal proceedings contemplated by any party
involving the Company or its properties. The Company is not aware of any legal
proceedings contemplated by any party involving the Company or its properties. The
Company is not aware of any legal proceedings pending or that have been threatened
against the Company or its properties.
Dependence on key personnel: The Company's success depends on the continued
services of its management and consultants. Loss of the services of these people could
result in financial losses and interruptions in operations.
Dividends
No dividends have ever been declared by the Board of Directors of the Company on its
common shares. The Company does not indicate the intention of paying cash dividends
on its common shares in the foreseeable future.
Funding
The Company believes that debt financing will be adequate to fund the Company's
operations over the next twelve months. Thereafter, the Company may need to raise
additional capital to meet long-term operating requirements. If the Company raises
additional funds through the issuance of securities other than to current shareholders,
the percentage ownership of its current shareholders would be reduced. Additional
financing may not be available upon acceptable terms, or at all. If adequate funds are
not available or are not available on acceptable terms, the Company may not be able to
take advantage of prospective new business endeavors or opportunities, which could
significantly and materially restrict the Company's business operations.
Forward Looking Statements
Statements made that are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements often can be identified by the use of terms such as "may," "will," "expect,"
"believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward looking statements, which speak only as of the date
made. Any forward-looking statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond the control of the Company that could cause
actual results and events to differ materially from historical results of operations and
events and those presently anticipated or projected. The Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statement or to reflect the occurrence of
anticipated or unanticipated events.
GB+ND
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