The following table sets forth management’s estimate of the allocation of net
proceeds expected to be received from this offering. Actual expenditures may
vary from these estimates. Pending such uses, we will invest the net proceeds
in investment-grade, short-term, interest bearing securities. In the event
that the entire offering is not sold, the proceeds received would be used
for purchase of raw materials and component parts. Purchase of automated
machine tools, marketing and increasing receivables and working capital
would be deferred until funds were available.
100% of the 50% of the 25% of the
Offering or Offering or Offering or
5,000,000 shares 2,500,000 shares 1,250,000 shares
sold sold sold
Total Proceeds $ 5,000,000 $ 2,500,000 $ 1,250,000
Less:
Commission (1) -0- -0- -0-
Offering expenses $ 30,000 30,000 30,000
Net Proceeds $ 4,970,000 $ 2,470,000 $ 1,220,000
Use of Net Proceeds
Purchase of test equipment,
improvements in facilities
& inventory: $ 1,250,000 $ 1,000,000 $ 500,000
Additional Accounting &
Admin. Expense: 100,000 100,000 75,000
Computers & Programming: 150,000 150,000 150,000
Increase in working capital: (2) 1,470,000 500,000 300,000
Funding for Acquisitions
& Expansion 2,000,000 720,000 195,000
Total use of net proceeds: $ 4,970,000 $ 2,470,000 $1,220,000
(1) We plan to have our officers and directors offer and sell the shares.
They will receive no discounts or commissions. To the extent that our officers
and directors sell the shares, the proceeds, which allocated for commissions
will be additional working capital. We do not have any agreements,
arrangements or understandings with any broker/dealers to offer or sell our
shares, although we may, at our discretion, retain such to assist in the
offer and sale of shares. This represents the maximum underwriting discounts
and commissions we will pay if broker/dealers are used to sell the shares.
(2) Working capital will be applied to support cash flow, payroll and as
a reserve for unexpected expenses.
revenues of $1,000,000,000. (As such amount is indexed for
inflation every five years by the Commission to reflect the change in the
Consumer Price Index for all urban consumers published by the Bureau of
Labor Statistics, setting the threshold to the nearest 1,000,000 or more;
(b) The last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities of the
issuer pursuant to an effective Registration Statement under this title.
(c) The date on which such issuer has during the previous three year period
issued more than $1,000,000,000 in non-convertible debt; or
(d) The date on which such issuer is deemed to be a "large accelerated filer,"
as defined in Section 240.12b-2 of Title 17, Code of Federal Regulations, or
any successor thereto.
As an emerging growth company we are exempt from Section 404 (b) of Sarbanes
Oxley. Section 404 (b) requires that the registered accounting firm shall in
the same report, attest to and report on the assessment on the effectiveness of
the internal control structures and procedures for financial reporting. This
has no impact to the application of Section 404 (a) of the Sarbanes Oxley Act of
2002.
As an emerging growth company we are exempt from Section 14A and B of the
Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.
We have irrevocably opted out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107 (b) of the
Act. As a result we are subject to the same new and revised reporting standards
as other companies that are not emerging growth companies which will, in all
likelihood increase our auditing fees. Also, our decision to opt out does not
affect our ability to rely upon the scaled disclosure requrements afforded
emerging growth companies.
RISK FACTORS
Service Team Inc. is a new start-up company with no operating
history. Operations to date have been primarily getting set up to do
business. There is no history of profitable operations. Service Team Inc. does
not have adequate capital to develop its business plan. It must raise additional
capital in the public market by selling its securities.
SELECTED FINANCIAL HIGHLIGHTS
The following table provides summary Financial Statement data from the inception