(8) In September, 2000 we issued 25,000 shares to Internet Promos, LLC for
financial consulting services. The offer and sale of the shares were exempt
from registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation S under the Securities Act of 1933, and beyond the jurisdiction of
Section 5 of the Securities Act of 1933.
INFORMATION HIGHWAY COM INC Form:10KSB Filing Date:9/18/2001
Jump to : -- Use Sections To Navigate Through The Document -- 10KSB FORM 10KSB ITEM 1. DESCRIPTION OF BUSINESS ITEM 2. DESCRIPTION OF PROPERTY ITEM 3. LEGAL PROCEEDINGS ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER ... ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN ... ITEM 7. FINANCIAL STATEMENTS ITEM 9. DIRECTOR'S, EXECUTIVE OFFICERS, PROMOTERS AND ... NAME AND TITLE ITEM 10. EXECUTIVE COMPENSATION COMPENSATION TABLE OPTIONS OPTIONS (AGGREGATE) ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ... BENEFICIAL OWNERS Independent Auditors' Report BALANCE SHEET INCOME STATEMENT CASH FLOW EXHIBIT 10.17 EXHIBIT 10.18 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Format : HTML RTF Sections Excel Original PDF File Back
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Price of and Dividends on Capital Stock and Other Shareholder Matters
There is a limited public market for the Common Stock of Information Highway.com
which has traded on the OTC Bulletin Board under the symbol "IHWY" since
February 24, 1999.
Page 11
The following table sets forth the high and low prices for our Common Stock as
reported on the Bulletin Board for the quarters presented. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions,
and may not reflect actual transactions.
Bid Price
High $ Low $
Quarter Ended August 31, 1999 13.00 3.1875
Quarter Ended November 30, 1999 8.75 2.50
Quarter Ended February 29, 2000 6.25 3.94
Quarter Ended May 31, 2000 7.00 1.875
Quarter Ended August 31, 2000 2.9375 1.03125
Quarter Ended November 30, 2000 1.6875 0.28125
Quarter Ended February 28, 2001 0.4375 0.15625
Quarter Ended May 31, 2001 0.25 0.10
Quarter Ended August 31, 2001 0.13 0.05
(Information provided by The Over The Counter Bulletin Board. The quotations
reflect inter-dealer prices, without retail mark-up, markdown, or commission and
may not represent actual transactions.)
As of August 31, 2001, there were 9,349,352 shares of Common Stock outstanding,
held by 170 shareholders of record and by various broker/dealers on behalf of an
indeterminate number of street name shareholders. As of August 31, 2001,
1,564,400 shares of common stock were subject to issuance pursuant to
outstanding options at $0.25 per share and 229,750 shares of common stock were
subject to issuance pursuant to outstanding warrants at prices ranging from
$4.00 to $5.00 per share.
To date, we have not paid any dividends on our Common Stock and do not expect to
declare or pay any dividends on such Common Stock in the foreseeable future.
Payment of any dividends will be dependent upon future earnings, if any, our
financial condition, and other factors as deemed relevant by our Board of
Directors.
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of our
securities without registration during the past three years. No such sales
involved the use of an underwriter.
(1) On December 1, 1999, we entered into an agreement with Garry Savage issuing
100,000 warrants to acquire 100,000 shares exercisable at $4.00 per share
expiring December 1, 2002. Copies of the agreement and warrants attached as
exhibits to our February 24, 2000 10-QSB filing. The offer and sale of the
warrants were exempt from registration under Rule 506 and Section 4(2) of the
Securities Act of 1933.
(2) On March 3, 2000 we entered into a Securities Purchase Agreement with
Senasqua Investors LLC pursuant to which we issued debentures in the principal
amount of $1,500,000 maturing March 3, 2002, and warrants to acquire 225,000
shares exercisable at $6.22875 per share expiring March 3, 2002. The aggregate
purchase price for the debentures and warrants was $1,500,000. The offer and
sale of the warrants and debentures were exempt from registration under Rule 506
and Section 4(2) of the Securities Act of 1933.
(3) On May 31, 2000, we issued 8,750 shares pursuant to options exercised at
prices between $0.50 and $0.75 per share for total proceeds of $5,000. The sale
of the shares was exempt from registration under Rule 701 under Section 3(b) of
the Securities Act of 1933. The sales were made on exercise of grants under our
Page 12
written stock option plan, a copy of which we have provided to participants. In
the event Rule 701 is not available, we believe that 8,750 shares were also
exempt from registration under Rule 506 under and Section 4(2) f the Securities
Act of 1933. If the foregoing exemptions are not available, we further believe
that these sales were also exempt under Regulation S under the Securities Act of
1933, as amended, due to the foreign nationality of the relevant purchasers.
(4) In May, 2000, we issued 50,000 shares to Capital Research Group Inc. for
financial consulting services. The offer and sale of the shares were exempt from
registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation S under the Securities Act of 1933, and beyond the jurisdiction of
Section 5 of the Securities Act of 1933.
(5) In May, 2000, we issued 75,000 shares to Park Avenue Consulting Group Inc.
for financial consulting services. The offer and sale of the shares were exempt
from registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation S under the Securities Act of 1933, and beyond the jurisdiction of
Section 5 of the Securities Act of 1933.
(6) Between May, 2000 and June, 2000 we issued 10,000 shares to Capital Research
Group as a monthly fee pursuant to the financial consulting agreement.
(7) In September, 2000 we issued 12,500 shares pursuant to the exercise of stock
options exercised at $0.50 per share for total proceeds of $6,250. The sale of
the shares was exempt from registration under Rule 701 under Section 3(b) of the
Securities Act of 1933. The sales were made on exercise of grants under our
written stock option plan, a copy of which we have provided to participants. In
the event Rule 701 is not available, we believe that 8,750 shares were also
exempt from registration under Rule 506 under and Section 4(2) f the Securities
Act of 1933. If the foregoing exemptions are not available, we further believe
that these sales were also exempt under Regulation S under the Securities Act of
1933, as amended, due to the foreign nationality of the relevant purchasers.
(8) In September, 2000 we issued 25,000 shares to Internet Promos, LLC for
financial consulting services. The offer and sale of the shares were exempt
from registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation S under the Securities Act of 1933, and beyond the jurisdiction of
Section 5 of the Securities Act of 1933.
(9) Between November 2000 and February 2001, we issued 664,666 shares to
Senasqua Investors LLC pursuant to the partial conversion of $145,000 of
convertible debentures issued March 3, 2000. The remaining principal amount
matures March 3, 2002. The original offer and sale of the warrants and
debentures were exempt from registration under Rule 506 and Section 4(2) of the
Securities Act of 1933. Subsequent to our year-end, in August, 2001, we issued
a further 233,852 shares pursuant to the conversion of a further $15,000 of
debentures.
(7) On March 15, 2001, we issued 300,000 common shares to the former principals
of Airstream Communications, Ltd. pursuant to a Letter of Intent whereby
Airstream agrees to provide wireless Broadband connectivity services to us and
our users.
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