As filed with the Securities and Exchange Commission on January 29, 2008
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FREIGHT MANAGEMENT CORP.
(Name of small business issuer in its charter)
NEVADA 4731 75-3254381
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
Suite 200, 8275 Eastern Avenue
Las Vegas, NV, 89123
Ph: (702) 938-0496
Fax: (702) 990-8681
(Address and telephone number of principal executive offices).
Nevada Agency and Trust
Suite 880, 50 West Liberty Street, Reno NV, USA 89501
Phone: (775) 322-0626
(Name, address and telephone number of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
The O'Neal Law Firm, P.C.
14835 East Shea Boulevard
Suite 103, PMB 494
Fountain Hills, Arizona 85268
(480) 812-5058 (tel)
(480) 816-9241 (fax)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933. [X]
If this Form is filed to register additional securities for an Offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same Offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [ ]
If this Form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities To Be Amount To Be Offering Price Aggregate Offering Registration
Registered (1) Registered Per Share(2) Price Fee(2)
- ------------------------------------------------------------------------------------------------------
Common Stock 1,060,000 shares $0.05 per share $53,000.00 $2.09
======================================================================================================
(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
SUBJECT TO COMPLETION
PROSPECTUS
FREIGHT MANAGEMENT CORP.
A NEVADA CORPORATION
1,060,000 SHARES OF
COMMON STOCK
This prospectus relates to 1,060,000 shares of common stock of Freight
Management Corp., a Nevada corporation, which may be resold by selling
stockholders named in this prospectus. We have been advised by the selling
stockholders that they may offer to sell all or a portion of their shares of
common stock being offered in this prospectus from time to time. The selling
stockholders will sell their shares of our common stock at a price of $0.05 per
share until shares of our common stock are quoted on the OTC Bulletin Board, or
listed for trading or quoted on any other public market, and thereafter at
prevailing market prices or privately negotiated prices. Our common stock is
presently not traded on any market or securities exchange, and we have not
applied for listing or quotation on any public market. Further, there is no
assurance that our common stock will ever trade on any market or securities
exchange. We will not receive any proceeds from the resale of shares of common
stock by the selling stockholders. We will pay for all of the expenses related
to this offering.
OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL
ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD INVEST IN OUR COMMON STOCK ONLY
IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER
THE VARIOUS RISK FACTORS DESCRIBED BEGINNING ON PAGE 4 BEFORE INVESTING IN OUR
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL OR OFFER THESE SECURITIES UNTIL THIS
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
The date of this Prospectus is _____, 2008.
TABLE OF CONTENTS
Item in Form SB-2 Prospectus Caption Page No.
- ------------------------------------ --------
Prospectus Summary and Risk Factors 3
Use of Proceeds 11
Determination of Offering Price 11
Dilution 11
Selling Security Holders 11
Plan of Distribution 12
Legal Proceedings 14
Directors, Executive Officers, Promoters and Control Persons 14
Security Ownership of Certain Beneficial Owners and Management 16
Description of Securities 16
Interest of Named Experts and Counsel 17
Disclosure of Commission Position on Indemnification for Securities 17
Act Liabilities
Organization within Last Five Years 18
Description of Business 18
Plan of Operation 26
Description of Property 31
Certain Relationships and Related Transactions 31
Market for Common Equity and Related Stockholder Matters 31
Executive Compensation 32
Financial Statements 34
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 34
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PROSPECTUS SUMMARY AND RISK FACTORS
THE COMPANY
Freight Management Corp. (referred to in this prospectus as "Freight
Management", "us", "we" and "our") was incorporated on September 17, 2007, in
the State of Nevada. Our principal executive offices are located Suite 200, 8275
Eastern Avenue, Las Vegas, NV, 89123. Our telephone number is (702) 938-0496. As
of the date of this prospectus, we are a development stage company with no
revenue and limited operations to date.
Subsequent to our incorporation, we have been in the process of establishing
ourselves as a company that will focus its operations on developing and
commercializing an internet based, intelligent online system for use by business
owners, freight forwarders, employees in the shipping/freight industry and
business people in the export/import industry seeking advice and assistance for
freight planning and logistics related queries. We have named our system FRINFO,
or "Freight Information". It is planned to provide and guide them to the optimum
logistics solutions, which would potentially include lower freight rates, best
trade routes and the most ideal transportation means/mode. On completion of
successful development and testing, this software will ultimately be made
available online to potential customers on our website at:
www.freightmanagementcorp.com
We plan on earning revenues through customer subscription based fees to our
online service for Middle East and USA based planning and logistics queries,
which will serve as our initial target market. At this stage in our development,
there can be no assurance that we will be successful in generating revenues from
our subscription based online system or that prospective customers seeking
shipping advise will be receptive to using our service.
Since incorporation, we have not made any significant purchases or sale of
assets, nor have we been involved in any mergers, acquisitions or
consolidations. Freight Management has never declared bankruptcy, has never been
in receivership, and has never been involved in any legal action or proceedings.
NUMBER OF SHARES BEING OFFERED
This prospectus covers the resale by the selling stockholders named in this
prospectus of up to 1,060,000 shares of our common stock. The offered shares
were acquired by the selling stockholders in private placement transactions,
which were exempt from the registration requirements of the Securities Act of
1933. The selling stockholders will sell their shares of our common stock at a
maximum of $0.05 per share until our common stock is quoted on the OTC Bulletin
Board, or listed for trading or quotation on any other public market, and
thereafter at prevailing market prices or privately negotiated prices. Our
common stock is presently not traded on any market or securities exchange and we
have not applied for listing or quotation on any public market. Further, there
is no assurance that our common stock will ever trade on any market or
securities exchange. Please see the Plan of Distribution section at page 12 of
this prospectus for a detailed explanation of how the common shares may be sold.
NUMBER OF SHARES OUTSTANDING
There were 5,060,000 shares of our common stock issued and outstanding at
January 29, 2008.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock being offered for sale by the selling stockholders. We will incur
all costs associated with this registration statement and prospectus.
SUMMARY OF FINANCIAL INFORMATION
The summarized consolidated financial data presented below is derived from and
should be read in conjunction with our audited financial statements from
September 17, 2007 (date of inception) to December 31, 2007 including the notes
to those financial statements which are included elsewhere in this prospectus
along with the section entitled "Plan of Operation" beginning on page 26 of this
prospectus.
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As at December 31, 2007
-----------------------
Current Assets $60,358
Current Liabilities 4,823
Shareholders' Equity $59,424
From September 17, 2007 to
December 31, 2007
-----------------
Revenue $ --
Net Loss $(1,576)
We have just commenced our operations and are currently without revenue. Our
company has no employees at the present time. As of December 31, 2007, our
accumulated deficit was $1,576. We anticipate that we will operate in a deficit
position, and will continue to sustain net losses for the foreseeable future.
RISK FACTORS
The securities offered hereby are highly speculative and should be purchased
only by persons who can afford to lose their entire investment in Freight
Management. Each prospective investor should carefully consider the following
risk factors, as well as all other information set forth elsewhere in this
prospectus, before purchasing any of the shares of our common stock.
WE HAVE NO OPERATING HISTORY AND HAVE MAINTAINED LOSSES SINCE INCEPTION, WHICH
WE EXPECT TO CONTINUE INTO THE FUTURE.
We were incorporated on September 17, 2007, and have very limited operations. We
have not realized any revenues to date. Our product is under development and is
not ready for commercial sale. We have no operating history at all upon which an
evaluation of our future success or failure can be made. Our net loss from
inception to December 31, 2007 is $1,576. Based upon our proposed plans, we
expect to incur operating losses in future periods. This will happen because
there are substantial costs and expenses associated with the development,
marketing and sale of our product. We may fail to generate revenues in the
future. If we cannot attract a significant number of customers, we will not be
able to generate any significant revenues or income. Failure to generate
revenues will cause us to go out of business because we will not have the money
to pay our ongoing expenses.
In particular, additional capital may be required in the event that:
- the actual expenditures required to be made are at or above the higher
range of our estimated expenditures;
- we incur unexpected costs in completing the development of our product
or encounter any unexpected difficulties;
- we incur delays and additional expenses related to the development of
our product or a commercial market for our product;
- we are unable to create a substantial market for our products; or
- we incur any significant unanticipated expenses.
The occurrence of any of the aforementioned events could adversely affect our
ability to meet our business plans and achieve a profitable level of operations.
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IF WE ARE UNABLE TO OBTAIN THE NECESSARY REVENUES AND FINANCING TO IMPLEMENT OUR
BUSINESS PLAN WE WILL NOT HAVE THE MONEY TO PAY OUR ONGOING EXPENSES AND WE MAY
GO OUT OF BUSINESS.
At December 31, 2007 we had $60,208 in cash. As of the date hereof, we have
approximately $55,400 of which we anticipate needing approximately $17,302 for
the yet unpaid expenses associated with this Registration Statement (See ITEM 25
"Other Expenses if Issuance and Distribution"). Our budgeted expenditures for
the next twelve months are $78,300. Therefore, we presently have a budgeted
shortfall of approximately $40,202. We anticipate our existing cash balances
will be depleted prior to the end of the third quarter of 2008.
How long Freight Management will be able to satisfy its cash requirements
depends on how quickly our company can generate revenue and how much revenue can
be generated. Although there can be no assurance at present, we plan to be in a
position to generate revenues by the fourth quarter of 2008. We must generate at
least $40,300 in revenues commencing in the fourth quarter in order to fund all
expenditures under our 12 month budget. If we are unable to generate revenue
from our business, we may be forced to delay, scale back, or eliminate our sales
activities. If we are unable to obtain alternative financing to cover shortfalls
resulting from reduced revenues or a lack of revenues, we may not be able to
continue to operate our business and if this event happens, then there is a
substantial risk our business would fail.
Our ability to successfully develop our product and to eventually produce and
sell it to generate operating revenues also depends on our ability to obtain the
necessary financing to implement our business plan. Given that we have no
operating history, no revenues and only losses to date, we may not be able to
achieve this goal, and if this occurs we will not be able to pay our development
and marketing costs and we may go out of business. We may need to issue
additional equity securities in the future to raise the necessary funds. We do
not currently have any arrangements for additional financing and we can provide
no assurance to investors we will be able to find such financing if further
funding is required. Obtaining additional financing would be subject to a number
of factors, including investor acceptance of our product and our business model.
The issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our current stockholders. The resale of
shares by our existing shareholders pursuant to this prospectus may result in
significant downward pressure on the price of our common stock and cause
negative impact on our ability to sell additional equity securities. Obtaining
loans will increase our liabilities and future cash commitments, and there can
be no assurance that we will even have sufficient funds to repay our future
indebtedness or that we will not default on our future debts if we were able to
even obtain loans.
There can be no assurance that capital will continue to be available if
necessary to meet future funding needs or, if the capital is available, that it
will be on terms acceptable to us. If we are unable to obtain financing in the
amounts and on terms deemed acceptable to us, we may be forced to scale back or
cease operations, which might result in the loss of some or all of your
investment in our common stock.
IF OUR ESTIMATES RELATED TO EXPENDITURES ARE ERRONEOUS OUR BUSINESS WILL FAIL
AND YOU WILL LOSE YOUR ENTIRE INVESTMENT.
Our success is dependent in part upon the accuracy of our management's estimates
of expenditures, which are currently budgeted at $78,300 for the next 12 months.
(See "Plan of Operation".) If such estimates are erroneous or inaccurate we may
not be able to carry out our business plan, which could, in a worst-case
scenario, result in the failure of our business and you losing your entire
investment.
OUR BUSINESS MODEL MAY NOT BE SUFFICIENT TO ENSURE OUR SUCCESS IN OUR INTENDED
MARKET
Our survival is currently dependent upon the success of our efforts to gain
market acceptance in our targeted industry. Should our services be too narrowly
focused or should the target market not be as responsive as we anticipate, we
may not have in place alternate products or services that we can offer to ensure
our survival.
IF WE ARE UNABLE TO COMPLETE THE PRODUCTION OF OUR FRINFO, WE WILL NOT BE ABLE
TO GENERATE REVENUES AND YOU WILL LOSE YOUR INVESTMENT.
We have not completed development of FRINFO (see "Description of Business-
Principal Products and Services"). The success of our proposed business will
depend on its completion and the acceptance of our product by end use customers
in our target market. Achieving such acceptance will require significant
marketing investment and perceived value in our product by consumers. Our online
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service, once developed and tested, may not be accepted by our customers at
sufficient levels to support our operations and build our business. If it is not
accepted at sufficient levels, our business will likely fail.
WE CURRENTLY HAVE NO PROTECTION BY ANY TRADEMARKS, PATENTS AND/OR OTHER
INTELLECTUAL PROPERTY REGISTRATIONS. IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS, OUR PROPOSED BUSINESS WILL FAIL.
We have not applied for any trademark, patent or other intellectual property
registration with any governmental agency for our name or for our proposed
services. At present we are planning to enter into non-disclosure agreements
with any future contactors or employees to protect our technology. Despite any
precautions taken to protect our product and brand name, unauthorized parties
may attempt to copy or obtain and use our online service and related software.
If they are successful they could develop similar programs, which could create
more competition for us and even cause our proposed business operations to fail.
WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSONNEL, THE LOSS OF ANY OF
WHOM MAY MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.
Currently, we have only two employees and they are also our officers and
directors. We depend entirely on Mr. Abotaleb and Mr. Lewis for all of our
operations. The loss of either person will have a substantial negative effect on
our company and may cause our business to fail. Neither of our officers and
directors has been compensated for their services since our incorporation, and
it is highly unlikely that they will receive any compensation unless and until
we generate substantial revenues. There is intense competition for skilled
personnel and there can be no assurance that we will be able to attract and
retain qualified personnel on acceptable terms. The loss of either Mr. Abotaleb
or Mr. Lewis's services could prevent us from completing the development of our
product and developing revenues. In the event of the loss of services of such
personnel, no assurance can be given that we will be able to obtain the services
of adequate replacement personnel.
We do not have any employment agreements or maintain key person life insurance
policies on our officers and directors. We do not anticipate entering into
employment agreements with them or acquiring key man insurance in the
foreseeable future.
WE HAVE LIMITED BUSINESS, SALES AND MARKETING EXPERIENCE IN OUR INDUSTRY.
We have not completed the development of our online services and have yet to
enter into any subscriptions with customers. While Mr. Abotaleb possess
significant experience in the shipping planning and logistics industry, he can
only devote limited time to our operations and Mr. Lewis has no experience.
Subsequent to completing development, we will need to test it commercially. In
order to do so, we must develop and implement a marketing campaign to drive
Internet traffic to our site. While we have plans for marketing and sales, there
can be no assurance that such efforts will be successful. Our future success
will depend, among other factors, upon whether our services can be sold at a
profitable price and the extent to which customers acquire, adopt, and continue
to use it. There can be no assurance that our product will gain wide acceptance
in its targeted markets or that we will be able to effectively market our
product.
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST OUR COMPETITORS.
The shipping and transportation services industry is highly competitive. We
believe competition is based primarily on cost to ship, integration of various
modes of transport over various terrain, customer service and marketing support.
Our direct and indirect competition is made up of many publicly and privately
owned companies, many of which are fragmented in terms of both geographical
market coverage and service categories. Many companies within the industry are
privately-held. Therefore, we are unable to assess the size of all of our
competitors, but we would presently be classified as one of the smallest with
only a concept and no revenues at present. We believe end manufacturers,
distributors and retailers either rely on in house expertise or are aligning
themselves with shipping service companies that are financially stable, offer
expertise in a broad array of markets with all modes of transport and offer
superior customer service.
Our competition includes many logistics and forwarding freight forwarding
companies that offer freight planning, sourcing, transportation timing and mode
management and cost management. These companies vary in size from single
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proprietors to large integrated, multinational firms. Many of these companies
also offer customs brokerage services to assist their customers with cross
border clearance export/import issues between sovereign countries. They
generally have the ability to provide seamless, cost effective and trouble free
transportation services for their customers.
Large integrated shipping lines, airlines and land based transportation
companies also offer services similar to what we are planning, either on a value
added basis similar to logistics and forwarders, or free of charge for larger
customers. These companies have significantly broader expertise and larger sales
volumes than us, have greater financial and other resources available to them,
and possess extensive marketing capabilities. Many of these companies also have
well known and established reputations with manufacturers, distributors and
export/import businesses for providing quality service on a cost effective
basis. They have many brokers representing their businesses and large sales
forces throughout the world.
We also face competition from companies offering various forms of shipping and
freight related information answers by email or online. These include: Freight
Gate (www.freightgate.com), Dynamar (www.dynamar.com), Lloyd's List
(www.lloydslist.com), and Shipping Freight (www.shippingfreight.com).
There can be no assurance that we will be able to effectively compete with our
competitors or that their present and future offerings would render our product
obsolete or noncompetitive. This intense competition may have a material adverse
effect on our results of operations and financial condition and prevent us from
achieving profitable sales levels of our product.
OUR OFFICERS AND DIRECTORS ARE ENGAGED IN OTHER ACTIVITIES AND MAY NOT DEVOTE
SUFFICIENT TIME TO OUR AFFAIRS, WHICH MAY AFFECT OUR ABILITY TO CONDUCT
OPERATIONS AND GENERATE REVENUES.
The persons serving as our officers and directors have existing responsibilities
and have additional responsibilities to provide management and services to other
entities. Mr. Abotaleb, our President and director, is also the Commercial
Manager for Medlevant Shipping Co. in Alexandria, Egypt. We expect Mr. Abotaleb
to spend approximately 25-30 hours a week on the business of our company. Mr.
Lewis, our Secretary Treasurer and a director is currently retired, but we
expect Mr. Lewis to spend approximately 25 hours or more a week on the business
of our company. As a result, demands for the time and attention from our
directors and officers from our company and other entities may conflict from
time to time. Because we rely primarily on our directors and officers to
maintain our business contacts and to promote our product, their limited
devotion of time and attention to our business may hurt the operation of our
business.
OUR INDEPENDENT AUDITORS' REPORT STATES THAT THERE IS A SUBSTANTIAL DOUBT THAT
WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.
Our independent auditors, Moore and Associates, Chartered, state in their audit
report, dated January 18, 2008 and included with this prospectus, that since we
are a development stage company, have no established source of revenue and are
dependent on our ability to raise capital from shareholders or other sources to
sustain operations, there is a substantial doubt that we will be able to
continue as a going concern.
This qualification clearly highlights that we will, in all likelihood, continue
to incur expenses without significant revenues into the foreseeable future until
our product gains significant popularity. Our only source of funds to date has
been the sale of our common stock. Because we cannot assure anyone at this stage
that we will be able to generate enough interest in our product or that we will
be able to generate any significant revenues or income, the identification of
new sources equity financing is significantly more difficult, and if we are
successful in closing on any new financing, existing investors will experience
substantially more dilution. The ability to obtain debt financing is also
severely impacted, and likely not even feasible, given that we do not have
revenues or profits to pay interest or repay principal.
As a result, if we are unable to obtain additional financing at this stage in
our operations, our business will fail and you may lose some or all of your
investment in our common stock.
INVESTORS WILL HAVE LITTLE VOICE REGARDING THE MANAGEMENT OF FREIGHT MANAGEMENT
DUE TO THE LARGE OWNERSHIP POSITION HELD BY OUR EXISTING MANAGEMENT AND THUS IT
WOULD BE DIFFICULT FOR NEW INVESTORS TO MAKE CHANGES IN OUR OPERATIONS OR
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MANAGEMENT, AND THEREFORE, SHAREHOLDERS WOULD BE SUBJECT TO DECISIONS MADE BY
MANAGEMENT AND THE MAJORITY SHAREHOLDERS, INCLUDING THE ELECTION OF DIRECTORS.
Officers and directors directly own 4,000,000 shares of the total of 5,060,000
issued and outstanding shares of Freight Management's common stock and are in a
position to continue to control Freight Management. Of these 4,000,000 shares,
Mr. Abotaleb, our President, owns 2,000,000 shares and Mr. Lewis, our Secretary
Treasurer and CFO owns 2,000,000 shares. Collectively they own 79.05% of our
total outstanding common shares. Such control may be risky to the investor
because our company's operations are dependent on a very few people who could
lack ability, or interest in pursuing our operations. In such event, our
business may fail and you may lose your entire investment. Moreover, investors
will not be able to effect a change in the company's board of directors,
business or management.
FUTURE REGULATION OF THE INTERNET COULD RESTRICT OUR BUSINESS, PREVENT US FROM
OFFERING SERVICE OR INCREASE OUR COST OF DOING BUSINESS.
At present there are few laws, regulations or rulings that specifically address
access to or commerce on the Internet. We are unable to predict the impact, if
any, that future legislation, legal decisions or regulations concerning the
Internet may have on our business, financial condition, and results of
operations. Regulation may be targeted towards, among other things, assessing
access or settlement charges, imposing taxes related to internet communications,
restricting content, imposing tariffs or regulations based on encryption
concerns or the characteristics and quality of products and services, any of
which could restrict our business or increase our cost of doing business. The
increasing growth and popularity of the Internet and related services heighten
the risk that governments or other legislative bodies will seek to regulate the
service, which could have a material adverse effect on our business, financial
condition and operating results.
RISKS ASSOCIATED WITH OUR COMMON STOCK
DIFFICULTY FOR FREIGHT MANAGEMENT STOCKHOLDERS TO RESELL THEIR STOCK DUE TO A
LACK OF PUBLIC TRADING MARKET
There is presently no public trading market for our common stock, we have not
applied for a trading symbol or quotation, and it is unlikely that an active
public trading market can be established or sustained in the foreseeable future.
We intend to seek out a market maker to apply to have our common stock quoted on
the OTC Bulletin Board upon effectiveness of this Form SB-2. However, there can
be no assurance that Freight Management's shares will be quoted on the OTC
Bulletin Board. Until there is an established trading market, holders of our
common stock may find it difficult to sell their stock or to obtain accurate
quotations for the price of the common stock. If a market for our common stock
does develop, our stock price may be volatile.
BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS IN OUR SHARES
BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE SUBJECT TO THE PENNY STOCK
RULES.
Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934
impose sales practice and disclosure requirements on FINRA broker-dealers who
make a market in "penny stocks". A penny stock generally includes any non-Nasdaq
equity security that has a market price of less than $5.00 per share. Our shares
currently are not traded on Nasdaq nor on any other exchange nor are they quoted
on the OTC/Bulletin Board or "OTCBB". Following the date that the registration
statement, in which this prospectus is included, becomes effective we hope to
find a broker-dealer to act as a market maker for our stock and file on our
behalf with FINRA an application on Form 15c(2)(11) for approval for our shares
to be quoted on the OTCBB. As of the date of this prospectus, we have not
attempted to find a market maker to file such application for us. If we are
successful in finding such a market maker and successful in applying for
quotation on the OTCBB, it is very likely that our stock will be considered a
"penny stock". In that case, purchases and sales of our shares will be generally
facilitated by FINRA broker-dealers who act as market makers for our shares. The
additional sales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in our
shares, which could severely limit the market liquidity of the shares and impede
the sale of our shares in the secondary market.
Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special
8
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or
the transaction is otherwise exempt.
In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.
WE INTEND TO BECOME SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, WHICH WILL REQUIRE US TO INCUR AUDIT FEES AND
LEGAL FEES IN CONNECTION WITH THE PREPARATION OF SUCH REPORTS. THESE ADDITIONAL
COSTS WILL NEGATIVELY AFFECT OUR ABILITY TO EARN A PROFIT.
Following the effective date of the registration statement in which this
prospectus is included, we will be required to file periodic reports with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 ("Exchange Act") and the rules and regulations thereunder. In order to
comply with such requirements, our independent registered auditors will have to
review our financial statements on a quarterly basis and audit our financial
statements on an annual basis. Moreover, our legal counsel will have to review
and assist in the preparation of such reports. The costs charged by these
professionals for such services cannot be accurately predicted at this time
because factors such as the number and type of transactions that we engage in
and the complexity of our reports cannot be determined at this time and will
have a major affect on the amount of time to be spent by our auditors and
attorneys. However, the incurrence of such costs will obviously be an expense to
our operations and thus have a negative effect on our ability to meet our
overhead requirements and earn a profit.
INVESTORS THAT NEED TO RELY ON DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE
SHARES OF OUR COMMON STOCK.
We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors that need to rely on dividend income should not
invest in our common stock, as any income would only come from any rise in the
market price of our common stock, which is uncertain and unpredictable.
Investors that require liquidity should also not invest in our common stock.
There is no established trading market and should one develop, it will likely be
volatile and subject to minimal trading volumes.
BECAUSE WE CAN ISSUE ADDITIONAL SHARES OF COMMON STOCK, PURCHASERS OF OUR COMMON
STOCK MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.
We are authorized to issue up to 75,000,000 shares of common stock. At present,
there are 5,060,000 common shares issued and outstanding. Our Board of Directors
has the authority to cause us to issue additional shares of common stock without
consent of any of our stockholders. Consequently, the stockholders may
experience more dilution in their ownership of Freight Management in the future.
SINCE OUR OFFICERS AND DIRECTORS OWN A SIGNIFICANT PERCENTAGE OF OUR ISSUED AND
OUTSTANDING COMMON STOCK, ANY FUTURE SALES OF THEIR SHARES MAY RESULT IN A
DECREASE IN THE PRICE OF OUR COMMON STOCK AND THE VALUE OF OUR STOCKHOLDER'S
INVESTMENT
Our officers and directors, currently own 4,000,000 shares of the total of
5,060,000 issued and outstanding shares of our common stock. Collectively they
own 79.05% of our total outstanding common shares. These shares are currently
restricted from trading and under pending amendments to Rule 144 (which become
effective on February 15, 2008 but have retroactive application to the date of
issuance), these shares will only be available for resale to the public after
March 17, 2008 if:
* We are no longer a shell company as defined under section 12b-2 of the
Exchange Act. A "shell company" is defined as a company with no or
nominal operations, and with no or nominal assets or assets consisting
solely of cash and cash equivalents.
* We have filed all Exchange Act reports required for the past 12
months; and
9
* If applicable, at least one year has elapsed from the time that we
file current Form 10 information on Form 8-K changing our status from
a shell company to an entity that is not a shell company.
At present we are considered to be a shell company under the Exchange Act. If we
meet the requirements at any date subsequent to March 17, 2008 in the future,
our officers and directors would be entitled to sell within any three month
period a number of shares that does not exceed the greater of: 1% of the number
of shares of our common stock then outstanding which, in this case, will
currently equate to approximately 50,600 shares; or the average weekly trading
volume of Freight Management common stock during the four calendar weeks,
preceding the filing of a notice on Form 144 with respect to the sale for sales
exceeding 5,000 shares or an aggregate sale price in excess of $50,000. If fewer
shares at lesser value are sold, no Form 144 is required.
The possibility of future sales of significant amounts of shares held by them
could decrease the market price of our common stock if the marketplace does not
orderly adjust to the increase in shares in the market. In such case, the value
of your investment in us will decrease.
OTHER RISKS
ALL OF OUR ASSETS AND OUR OFFICERS AND DIRECTORS ARE LOCATED IN CANADA AND
EGYPT. THIS MAY CAUSE ANY ATTEMPTS TO ENFORCE LIABILITIES UNDER THE U.S.
SECURITIES AND BANKRUPTCY LAWS TO BE VERY DIFFICULT.
Currently, all of our assets and each of our officers and directors are located
in Canada and Egypt and this is likely to remain so for at least the next 12
months. Therefore, any investor that attempts to enforce against the company or
against any of our officers and directors liabilities that accrue under U.S.
securities laws or bankruptcy laws will face the difficulty of complying with
local laws in these countries, with regards to enforcement of foreign judgments.
This could make it impracticable or uneconomic to enforce such liabilities.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements, which relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" on pages 4-10 that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results. The safe harbor for forward-looking statements provided in the Private
Securities Litigation Reform Act of 1995 does not apply to the offering made in
this prospectus.
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE
Any member of the public may read and copy any materials filed by us with the
Securities and Exchange Commission (the "SEC") at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation
of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
10
THE OFFERING
This prospectus covers the resale by certain selling stockholders of 1,060,000
shares of common stock, which were issued pursuant to a private placement
offering made by Freight Management pursuant to Regulation S promulgated under
the Securities Act.
USE OF PROCEEDS
The shares of common stock offered hereby are being registered for the account
of the selling stockholders identified in this prospectus. All proceeds from the
sale of the common stock will go to the respective selling stockholders. We will
not receive any proceeds from the resale of the common stock by the selling
stockholders.
DETERMINATION OF OFFERING PRICE
The selling stockholders may sell their shares of our common stock at a price of
$0.05 per share until shares of our common stock are quoted on the OTC Bulletin
Board, and thereafter at prevailing market prices or privately negotiated
prices. There can be no assurance that we will be able to obtain an OTCBB
listing. The offering price of $0.05 per share is based on the last sales price
of our common stock under our private placement, which we closed on December 31,
2007, and does not have any relationship to any established criteria of value,
such as book value or earnings per share. Additionally, because we have no
significant operating history and have not generated any material revenues to
date, the price of our common stock is not based on past earnings, nor is the
price of our common stock indicative of the current market value of the assets
owned by us. No valuation or appraisal has been prepared for our business and
potential business expansion. Our common stock is presently not traded on any
market or securities exchange and we have not applied for listing or quotation
on any public market.
DILUTION
Since all of the shares being registered are already issued and outstanding, no
dilution will result from this offering.
SELLING SECURITY HOLDERS
All of the shares of common stock issued are being offered by the selling
stockholders listed in the table below. None of the selling stockholders are
broker-dealers or affiliated with broker-dealers. We issued the shares of common
stock in a private placement transaction exempt from registration under the
Securities Act pursuant to Regulation S.
The selling stockholders may offer and sell, from time to time, any or all of
the common stock issued. Because the selling stockholders may offer all or only
some portion of the 1,060,000 shares of common stock to be registered, no
estimate can be given as to the amount or percentage of these shares of common
stock that will be held by the selling stockholders upon termination of the
offering.
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of January
29, 2008 and the number of shares of common stock covered by this prospectus.
The number of shares in the table represents an estimate of the number of shares
of common stock to be offered by the selling stockholders.
Number of Shares Owned
by Selling Stockholder After
Name of Selling Common Total Shares to Offering and Percent of Total
Stockholder and Position, Shares owned be Registered Issued and Outstanding (1)
Office or Material by the Selling Pursuant to # of % of
Relationship with Minhas Stockholder (2) this Offering Shares Class
- ------------------------ --------------- ------------- ------ -----
Ossama Yassin Elias Yassin 20,000 20,000 -- --
Gamil Mohamed Mostafa Hassaneen Ahmed 20,000 20,000 -- --
Mona Mohamed Abdel Aal Abdel Mounem 20,000 20,000 -- --
Yasser Ahmed Abdou Abdel Monem 20,000 20,000 -- --
Abdel Meguid Hosni Abdel Meguid Ismail 30,000 30,000 -- --
Mahmoud Mohamed Hamed Ibrahim 20,000 20,000 -- --
Mohamed Metwaly Ragheb Shaaban 40,000 40,000 -- --
11
Sameh Mohamed Abd El Wahab Mohamed 30,000 30,000 -- --
Ehab Mohamed Ismail Omer Elshaboury 40,000 40,000 -- --
Michael Magdy Fallah Twfils 20,000 20,000 -- --
Yehia Refaat Abd Elhady Alramly 30,000 30,000 -- --
Ashraf Ahmed Farghaly Hussein 20,000 20,000 -- --
Ahmed Mohamed Kamal El Tedawy 20,000 20,000 -- --
Amr Abd El Monem Hassan Nasr 40,000 40,000 -- --
Ibrahim Ahmed Ibrahim Ahmed Kamar 20,000 20,000 -- --
Ayman Said Mohamed Ismail 30,000 30,000 -- --
Mohamed Saad Mohamed Farrag 30,000 30,000 -- --
Hoda Moawad Mohamed Elsharkawy 20,000 20,000 -- --
Hamadah Mohamed Younis Badr 30,000 30,000 -- --
Mohamed Ayman Mahmoud Abdo Essa 20,000 20,000 -- --
Mohamed Abdel Wahed Abdel Ghani Mohamed 20,000 20,000 -- --
Adel Hassan Morsy Mohamed 30,000 30,000 -- --
Mohamed Noshy Fekry Abdelhamid 40,000 40,000 -- --
Wessam Saied Saied Sellyman Ibrahim 40,000 40,000 -- --
Amr Abd El Raouf Ahmed Abdel Raouf Mohamed 20,000 20,000 -- --
Hassan Abdel Monem Hassan Ahmed 40,000 40,000 -- --
Mahmoud Mohamed Youssef Mohamed Ahmed 40,000 40,000 -- --
Hany Mohamed Abd-Elatief Ahmed Abd-Elatief El-gayar 30,000 30,000 -- --
Abd Elrahman Shoukry Mohamed Ezzat Shoukry 30,000 30,000 -- --
Khamis Mohamed Abdelaziz Ali 40,000 40,000 -- --
Ahmed Essam Eldin Anwar Hassan 30,000 30,000 -- --
Daif Nasr Abdelaziz Alminshawy 20,000 20,000 -- --
Bahia Abdelhady Ahmed Mohamed 20,000 20,000 -- --
Nawal Tantawy Abd Elmejeed Masoud 20,000 20,000 -- --
Magdy Hassan Ahmed Hassan 20,000 20,000 -- --
Gaber El Said Gaber Said Ahmed Shehata 20,000 20,000 -- --
Moustafa Hamad Mohamed Hamouda 40,000 40,000 -- --
Tamer Ibrahim Mohamed Elsaid Abo El Saadat 20,000 20,000 -- --
Mohamed Mansour Hassan Hussein Ibrahim 20,000 20,000
TOTAL 1,060,000 1,060,000
- ----------
1) Assumes all of the shares of common stock offered are sold. Based on
5,060,000 common shares issued and outstanding on January 29, 2008.
(2) Beneficial ownership is determined in accordance with SEC rules and
generally includes voting or investment power with respect to securities.
Shares of common stock subject to options, warrants and convertible
preferred stock currently exercisable or convertible, or exercisable or
convertible within sixty (60) days, are counted as outstanding for
computing the percentage of the person holding such options or warrants but
are not counted as outstanding for computing the percentage of any other
person. There are currently no shares subject to options, warrants or
preferred stock.
There are no family relationships between any of the above noted stockholders
and either of our Officers and Directors.
We may require the selling security holder to suspend the sales of the
securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus or the related registration statement
untrue in any material respect or that requires the changing of statements in
these documents in order to make statements in those documents not misleading.
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, sell all or a portion of the
shares of our common stock in one or more of the following methods described
below. Our common stock is not currently listed on any national exchange or
12
electronic quotation system. There is currently no market for our securities and
a market may never develop. Because there is currently no public market for our
common stock, the selling stockholders will sell their shares of our common
stock at a price of $0.05 per share until shares of our common stock are quoted
on the OTC Bulletin Board, and thereafter at prevailing market prices or
privately negotiated prices. There can be no assurance that we will be able to
obtain an OTCBB listing. The shares of common stock may be sold by the selling
stockholders by one or more of the following methods, without limitation:
(a) block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the exchange;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e) privately negotiated transactions;
(f) a combination of any aforementioned methods of sale; and
(g) any other method permitted pursuant to applicable law, including
compliance with SEC's Rule 144.
In the event of the transfer by any selling stockholder of his or her shares to
any pledgee, donee or other transferee, we will amend this prospectus and the
registration statement of which this prospectus forms a part by the filing of a
post-effective amendment in order to have the pledgee, donee or other transferee
in place of the selling stockholder who has transferred his or her shares.
In effecting sales, brokers and dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling stockholders or, if any of the
broker-dealers act as an agent for the purchaser of such shares, from the
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the selling stockholders to sell a specified number of the shares of common
stock at a stipulated price per share. Such an agreement may also require the
broker-dealer to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholders if such broker-dealer is unable to sell the shares on behalf of the
selling stockholders. Broker-dealers who acquire shares of common stock as
principal may thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to or
receive from the purchasers of the shares, commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with
the selling stockholders in the sale of the shares of common stock may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
these sales. In that event, any commissions received by the broker-dealers or
agents and any profit on the resale of the shares of common stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
From time to time, the selling stockholders may pledge their shares of common
stock pursuant to the margin provisions of their customer agreements with their
brokers. Upon a default by a selling stockholder, the broker may offer and sell
the pledged shares of common stock from time to time. Upon a sale of the shares
of common stock, the selling stockholders intend to comply with the prospectus
delivery requirements, under the Securities Act, by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act which may be required
in the event any selling stockholder defaults under any customer agreement with
brokers.
To the extent required under the Securities Act, a post effective amendment to
this registration statement will be filed, disclosing, the name of any
broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out in this prospectus and other facts material to the transaction. In addition,
a post-effective amendment to this Registration Statement will be filed to
include any additional or changed material information with respect to the plan
of distribution not previously disclosed herein.
13
We and the selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution
participants and we, under certain circumstances, may be a distribution
participant, under Regulation M.
The anti-manipulation provisions of Regulation M under the Securities Exchange
Act of 1934 will apply to purchases and sales of shares of common stock by the
selling stockholders, and there are restrictions on market-making activities by
persons engaged in the distribution of the shares. Under Regulation M, a selling
stockholder or its agents may not bid for, purchase, or attempt to induce any
person to bid for or purchase, shares of our common stock while they are
distributing shares covered by this prospectus. Accordingly, the selling
stockholder is not permitted to cover short sales by purchasing shares while the
distribution it taking place. We will advise the selling stockholders that if a
particular offer of common stock is to be made on terms materially different
from the information set forth in this Plan of Distribution, then a
post-effective amendment to the accompanying registration statement must be
filed with the SEC. All of the foregoing may affect the marketability of the
common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
stockholders, the purchasers participating in such transaction, or both.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Routh Stock Transfer,
Suite 1000, West Plano Parkway, Plano, Texas, USA 75093. Their phone number is
(972) 381-2782 and their fax number is (972) 381-2783.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings, nor are we aware of any
governmental authority contemplating any legal proceeding against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:
Date
Position Held First Elected
Name with the Company Age or Appointed
---- ---------------- --- ------------
Ibrahim Abotaleb President, CEO and Director 33 September 17, 2007
Gerald Lewis Secretary Treasurer, CFO
and Director 58 September 17, 2007
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of
each director and executive officer during at least the past five years,
indicating each person's business experience, principal occupation during the
period, and the name and principal business of the organization by which he was
employed.
MR. IBRAHIM ABOTALEB, PRESIDENT, CEO, MEMBER OF THE BOARD OF DIRECTORS
Mr. Ibrahim Abotaleb has been serving as our President and a member of our Board
of Directors since September 17, 2007. The term of his office is for one year
and is renewable on an annual basis.
From September 2006 until the date hereof, Mr. Abotaleb is employed as the
Commercial Manager for Medlevant Shipping Co. in Alexandria. Medlevant is the
exclusive representative for Hapag-Lloyd AG in Egypt. Hapag-Lloyd is ranked as
14
one of the 5 largest shipping lines in the world and specializes in
containerized transport. He is responsible for new business development,
customer relations and the annual sales budget, marketing plan and sales team
performance for the sales & marketing department. He supervises 7 sales persons
in Alexandria office, 3 sales persons in the Cairo office and 5 marketing
officers.
From January 2006 to August 2006 he was employed as the Sales & Marketing
Manager for the Arabian Gulf Marine Trading Co., which was the representative
for Hatsu Marine Limited. Hatsu is a member of the Evergreen Group, which is the
fourth largest container line in the world. He was responsible for business
development, the sales and marketing budget and department personnel. He also
acted as the division liaison with overseas offices for the coordination of
shipping logistics. From July 2001 to December 2005 he was employed with the
Arabian Gulf Marine Co. where he first served as the Marketing and Business
Deputy manager and was promoted to Business Export Manager in January 2003. He
was responsible for the export sales team, business development and overall the
marketing plan for the department. He also was responsible for maintaining
shipping route and links logistics for the company. From October 1998 to June
2001 he was employed with Finmar Shipping Co., an agency representative of the
Yang Ming Line. He started as a Sales Executive and was promoted to Sales
Supervisor in January 2000. He was responsible for direct sales activities,
business development and pricing and route coordination. From July 1997 to
September 1998 he was employed with Naggar Shipping Co. as a Customer Service
and Indoor Sales Representative, where he booked and documented various
shipments.
Mr. Abotaleb is also highly experienced with computer based shipping logistics
programs, possesses extensive knowledge of middle eastern shipping alternatives
and routes, USA/Canada business routes and Far East trade routes as well and
competitor strengths and weaknesses in the markets in which he operates. He
received a Master's degree in Shipping and International Transport from the Arab
Academy of Science and Technology, in Alexandria, Egypt in 2004. He also
received a Batchelor degree in Accounting from the University of Alexandria,
Egypt in 1997.
He is currently devoting approximately 25 hours a week of his time to our
company, and is planning to devote 30 hours per week if necessary during the
next 12 months of operation.
He is not an officer or director of any reporting company that files annual,
quarterly, or periodic reports with the United States Securities and Exchange
Commission.
MR. GERALD LEWIS, SECRETARY TREASURER, CFO, MEMBER OF THE BOARD OF DIRECTORS
Mr. Lewis has been serving as our Secretary, CFO and a member of our Board of
Directors since September 17, 2007. The term of his office is for one year and
is renewable on an annual basis.
Prior to his retirement in 2005, Mr. Lewis was self employed in the apartment
rental business, which he started in 1979. He owned various buildings, and up to
135 rental suites, in Edmonton, Alberta Canada, which he managed and operated
himself. He received a degree in mechanical engineering from the University of
Alberta in 1972 and his P.Eng (professional engineering certification) in 1975.
Mr. Lewis is currently devoting approximately 25 hours a week of his time to
Freight Management, and is planning to continue to do so during the next 12
months of operation.
He is not an officer or director of any reporting company that files annual,
quarterly, or periodic reports with the United States Securities and Exchange
Commission.
COMMITTEES OF THE BOARD
We do not have an audit or compensation committee at this time.
FAMILY RELATIONSHIPS
There are no family relationships between our officers and directors.
15
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
CONFLICT OF INTEREST
None of our officers or directors are subject to a conflict of interest.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following is a table detailing the current shareholders of Freight
Management owning 5% or more of the common stock, and shares owned by our
directors and officers as of January 29, 2008:
Amount and
Nature of Percent
Title of Name and Address Beneficial of
Class of Beneficial Owner Ownership Class (2)
----- ------------------- --------- ---------
Common Ibrahim Abotaleb 2,000,000 39.53%
24 El Gammal St, Cleopatra Hammat
Alexandria, 21311, Egypt
Common Gerald Lewis 2,000,000 39.53%
104, 10115 - 108 Ave.
Edmonton, Alberta, Canada T5H 1A7
Common Directors and officers as 4,000,000 79.06%
a group of two (1)
- ----------
1. Represents beneficial ownership
2. Based on the total of 5,060,000 outstanding common shares as of the date
hereof
DESCRIPTION OF SECURITIES
We are authorized to issue 75,000,000 shares of common stock with a par value of
$0.001. We are not authorized to issue shares of preferred stock. As at January
29, 2008 we had 5,060,000 common shares outstanding. There are no warrants,
options or convertible securities outstanding. Upon liquidation, dissolution or
winding up of the corporation, the holders of common stock are entitled to share
ratably in all net assets available for distribution to stockholders after
payment to creditors. The common stock is not convertible or redeemable and has
no preemptive, subscription or conversion rights. There are no conversion,
redemption, sinking fund or similar provisions regarding the common stock. Each
outstanding share of common stock is entitled to one vote on all matters
submitted to a vote of stockholders. There are no cumulative voting rights.
Each stockholder is entitled to receive the dividends as may be declared by our
board of directors out of funds legally available for dividends and, in the
event of liquidation, to share pro rata in any distribution of our assets after
payment of liabilities. Our board of directors is not obligated to declare a
dividend. Any future dividends will be subject to the discretion of our board of
16
directors and will depend upon, among other things, future earnings, the
operating and financial condition of our company, its capital requirements,
general business conditions and other pertinent factors. It is not anticipated
that dividends will be paid in the foreseeable future.
There are no provisions in our articles of incorporation or our bylaws that
would delay, defer or prevent a change in control of our company.
INTEREST OF NAMED EXPERTS AND COUNSEL
Freight Management has not hired or retained any experts or counsel on a
contingent basis, who would receive a direct or indirect interest in our
company, or who is, or was, a promoter, underwriter, voting trustee, director,
officer or employee, of Freight Management.
Moore and Associates, Chartered have audited our financial statements for the
period ended December 31, 2007 and presented its audit report dated January 18,
2008 regarding such audit which is included with this prospectus with Moore's
consent as experts in accounting and auditing.
The O'Neal Law Firm, P.C., whose offices are located at 14835 East Shea
Boulevard, Suite 103, PMB 494, Fountain Hills, Arizona 85268, has issued an
opinion on the validity of the shares offered by this prospectus, which has been
filed as an Exhibit to this prospectus with the consent of the O'Neal Law Firm,
P.C.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITY LIABILITIES
The Nevada General Corporation Law requires Freight Management to indemnify
officers and directors for any expenses incurred by any officer or director in
connection with any actions or proceedings, whether civil, criminal,
administrative, or investigative, brought against such officer or director
because of his or her status as an officer or director, to the extent that the
director or officer has been successful on the merits or otherwise in defense of
the action or proceeding. The Nevada General Corporation Law permits a
corporation to indemnify an officer or director, even in the absence of an
agreement to do so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in a manner in
which he or she reasonably believed to be in or not opposed to the best
interests of the Company and such indemnification is authorized by the
stockholders, by a quorum of disinterested directors, by independent legal
counsel in a written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors, or by independent legal counsel
in a written opinion if a quorum of disinterested directors cannot be obtained.
The Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law.
The Nevada General Corporation Law also provides that indemnification of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.
According to Article VII of our bylaws, we are authorized to indemnify its
directors to the fullest extent authorized under Nevada Law subject to certain
specified limitations.
Insofar as indemnification for liabilities arising under the Securities Act may
be provided to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
17
ORGANIZATION WITHIN LAST FIVE YEARS
See "Certain Relationships and Related Transactions", below.
DESCRIPTION OF BUSINESS
BUSINESS OF ISSUER
Freight Management was incorporated on September 17, 2007 in the State of
Nevada. We are a development stage company that only recently commenced with its
business operations and we currently have no revenue and no significant assets.
We have never declared bankruptcy, have never been in receivership, and have
never been involved in any legal action or proceedings. Since becoming
incorporated, we have not made any significant purchase or sale of assets, nor
have we been involved in any mergers, acquisitions or consolidations. We are not
a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation
C of the Securities Act of 1933, since we have a specific business plan or
purpose.
Neither Freight Management, nor its officers, directors, promoters or
affiliates, has had preliminary contact or discussions with, nor do we have any
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger.
PRINCIPAL PRODUCTS AND SERVICES
Our company's business is focused on the development and commercialization of an
internet based, intelligent online system for business owners, freight
forwarders, junior employees in the shipping/freight industry and business
people in the export/import industry who require assistance with their freight
and shipping related queries. We have named our system FRINFO, or Freight
Information. Our planned system will utilize a comprehensive database to provide
our prospective customers with customized, specific professional advice and
solutions to their related shipping queries and issues. FRINFO will successfully
enable the generation of online real time solutions and advice to questions
submitted by the customers, and guide them to the most optimum logistics
solutions, which would potentially include lower freight rates, best trade
routes and the most ideal transportation means/mode. When completed, it will
also include tabular sections for frequently asked questions (FAQ's) and their
related answers, as well as industry related terms, abbreviations, and widely
used terminology. On completion of successful development and testing, this
software will ultimately be made available online to potential customers on our
website at: www.freightmanagementcorp.com
Any business owner who trades internationally, or between countries, will
readily recognize the challenges they face when negotiating with shipping lines
to transport their cargos between two different countries, the lack of
information from various shipping lines and alternatives, and complicated
terminology. Additionally, shippers/manufacturers new to the business, those
with new products, or those selling into new markets do not completely
understand the shipping/freight process and face difficulties finding the best
and most trusted shipping mode to move their goods. The learning process creates
frustration and consumes valuable time as they try to obtain a clear picture of
all shipping logistics. Junior shipping/freight industry employees are typically
overwhelmed with the vast terminology during their first few months on the job,
and lack a reliable unified source that can provide trusted answers to address
their queries. Employees also face the problem of understanding the complicated
documentation and physical processes involved in the global shipping industry
(eg: shipping declarations, custom procedures and clearance, stevedoring,
loading, and transportation).
We believe a venue like the Internet to address these challenges is long
overdue. Users will potentially be able to source reliable information from
their own offices and develop timely freight plans that suit their needs at a
reasonable cost. FRINFO is being developed to use Artificial Intelligence (AI).
The customer will be prompted to enter his/her question using an online form.
FRINFO will then recognize and detect certain keywords in the customers input
and searches its smart knowledge center for relevant answers related to the
keywords generated. After creating a list of results, FRINFO will combine
keywords using a state of the art matrix engineering system to eliminate
non-related results. It will then provide a solution that is most related to the
customer's original query.
An example of the value of our service could potentially provide is a car
manufacturer that procures parts and semi-finished components used in the
process to assemble a car. They need to receive these inputs in a timely manner
and at the lowest possible cost in order to maintain profitable operations. The
person or entity coordinating these activities (known as a "Mediator") could be
a freight forwarder, or professional logistics provider, who manages the supply
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chain in order to deliver these parts on time. As part of their activities, the
Mediator will thoroughly analyze all transportation modes, including sea, land
or air freight alternatives in conjunction with the time and cost constraints.
We believe we can potentially provide a valuable tool to assist the Mediator to
select the best trade route at the lowest cost, and provide other related advice
needed to ensure smooth operation of the supply/transportation process. We could
also potentially replace the Mediator and guide the manufacturer directly by
receiving its query and providing a detailed response explaining the best
transport mode and the lowest costs involved.
Another example is a distributor who is importing cotton t-shirts from Egypt to
the USA, and wants to find out about the best shipping line to transport his
goods. They would enter a question such as: "What is the best method to
transport a shipment of cotton t-shirts from Egypt to USA?". FRINFO would
analyze the customer input and detect the major keywords in his query: "Egypt",
"USA", "Cotton", "T-shirts", Shipment", and "Transport". FRINFO would access its
smart knowledge center and search for all related match containing the previous
keywords. After generating a list of all matches, FRINFO would then eliminate
the un-related results by combining keywords and selecting the most relevant
results, such as "From" + "Egypt", "To" + "USA", "Cotton" + "t-shirt", after
running all possibilities using its matrix engineering system. FRINFO would
display to the customer the most related results, for example:
* AIR: EgyptAir from Cairo, Egypt to New York, USA in 12 hours
* SEA: MARESEK from Alexandria, Egypt to Newark, USA in 20 days
* SEA: ZIM from Port Said, Egypt to Newark, USA in 18 days
FRINFO would also recommend to the customer further readings, which would match
the nature of the request, for example:
* Regulations of importing goods into the USA
* Quota system for importing cotton products into the USA
* Customs/Brokerage hints & potential contacts
When developed, FRINFO will consist of the following major components:
* THE SMART KNOWLEDGE CENTER - this databank will act as the core of
FRINFO and will contain all of our shipping related data, articles,
link and information related to the shipping/freight sector. This
databank will be updated on regular basis.
* THE KEYWORD RECOGNITION SOFTWARE - this module will be based on AI
architecture. FRINO will recognize the MAJOR keywords in the user
inputs and search the smart knowledge center for the recognized
keywords. The software will split the user input into keywords, and
will recognize the major keywords and eliminate un-related text from
the user input.
* THE MATRIX ENGINEERING SYSTEM - this will be the engineering logic
that FRINO utilizes to combine keywords and to eliminate any
un-desired results from the search results, listing only the most
accurate and related answers to the users.
We currently have no revenues or customers for our services. We anticipate that
final commercial version of FRINFO will not be ready for commercial use for at
least 12 months from the date hereof. We may offer service in BETA TESTING mode
once the website is completed in approximately 9 months. We plan on earning
revenues through customer subscriptions to our service and we will target
freight forwarders, exporters and importers operating in the USA and the Middle
East, which will serve as our initial target market. Customers will subscribe to
our online service by paying a monthly, quarterly, semi-annual, or annual fees.
During their subscription periods, customers can post unlimited number of
questions and achieve specific responses. We have not yet fixed our pricing
structure and will need to determine our charges initially as the software
develops, and revise them regularly to attract a wider base of customers in our
targeted markets. Our future marketing strategy will include expansion plans to
provide our services to European and Asian markets, but this will require
further development of our intelligent system in some local languages.
At this stage in our development, there can be no assurance that we will be
successful in generating revenues from our subscription based online system or
that prospective customers seeking shipping advise will be receptive to using
our service.
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THE MARKET
The transportation of goods from the manufacturer or supplier to the consumer
plays a key role in all local, national and international import or export
activities. Whether a company is looking to establish production in a new
location, or sell its products in a new country or commercial market, it
requires reliable, timely and competitive transportation for procurement of raw
materials and distribution of finished goods. Rapid adoption of the Internet for
commerce and as a venue to describe or sell products has also served to increase
the number of smaller trading companies selling nationally and internationally.
Smaller companies are even more dependent on the services of outside Mediators,
as they generally do not possess the resources to employ in house expertise.
Their volumes are also usually insufficient to keep in house persons employed
full time.
Throughout the last century the shipping industry has seen a significant
increase in total trade volume. Increasing industrialization and the
liberalization of national economies have fuelled free trade and a growing
demand for consumer products. In the last decade, many developing nations such
as China have grown to become among the largest exporting nations on the globe.
These countries are also currently experiencing double digit GDP growth and are
expected to outperform developed countries into the foreseeable future. Advances
in technology have also made shipping an increasingly efficient and swift method
of transportation.
According to the World Trade Organization ("WTO") global imports and exports
grew by 14% to reach approximately $23 trillion in 2006. Annual growth rates
have averaged 11% since 2000. The United States remains the largest trading
nation in the world, accounting for about 12 percent of total world merchandise
trade in 2006. It also remains the world largest economy, accounting for 28
percent of world gross domestic product (GDP) in 2006. Global Insight predicts
that global trade will continue to grow by approximately 7% on an annual basis
to 2011 and trade between the middle/far east and the USA will grow by 15%
annually for the same period. However, the shipping of products and the vast
array of shipping companies have intense competition. There are around 50,000
merchant ships trading internationally, transporting every kind of cargo. The
world fleet is registered in over 150 nations, and manned by over a million
seafarers of virtually every nationality. (SOURCE: WORLD SHIPPING COUNCIL 2007)
Liner shipping, which refers to ocean going transport services operated on fixed
schedules and itineraries, is the heart of a global transportation system that
connects U.S. companies and consumers with the world. The vast majority of this
cargo is containerized for goods other than bulk commodities such as crude oil.
Standard sized metal containers are sealed at origin and remain intact as they
are transported by ship, truck or rail car until they are unloaded at the final
destination. The standard volume measure for containerized cargo is a TEU, which
stands for a twenty foot length equivalent unit. Most containers however consist
of 2TEU's, which is the length of a standard truck trailer. Ports of developing
countries and territories handled 137.0 million TEUs, or 40.7% of the total. In
2005, the top 20 world container ports handled 186.1 million TEUs.
According to World Shipping (SOURCE:
http://www.worldshipping.org./pdf/liner_shipping_in_the_us_2007_update.pdf) the
liner shipping industry has invested more than $200 billion to create an
efficient network that serves as the engine driving the global economy. Carriers
have more than doubled vessel capacity in the last 10 years and will double it
again over the next decade to handle trade growth. In addition, liner shipping
companies have invested tens of billions of dollars in the U.S. alone, in port
terminals, trucking companies, warehouses and technology. Liner shipping
generates more than one million American jobs and $38 billion in annual wages.
Liner vessels, mostly containerships, make more than 22,000 U.S. port calls each
year, which equates to more than 60 vessel calls per day. More than 50,000
container loads of imports and exports are handled at U.S. ports each day,
providing direct connections to the American road and rail network. This also
represents an increase of over 60% since 1999.
Shipment of goods within countries is generally fulfilled by land based rail and
trucking companies. Air freight also plays a smaller role and is generally
limited to smaller more valuable shipments that require quick delivery.
According to the last survey conducted by the US Department of Transportation,
domestic shipments by rail, truck and air were 1,684,461; 1,314,616 and 621,170
million ton miles annually (a significant percentage of air shipments is mail).
There are thousands of trucking companies and dozens of rail and airlines
serving the USA alone. The same generally holds true for most of the larger
countries throughout the world.
As national and international trade continues to grow and competition increases,
the complexity of logistics and global transport also continues to grow. There
is a real need for an easy way to find quick solutions to simplify the transport
process. We believe the shipping industry is ready to adopt technology such as
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what we are planning for accessible end-user accessible real time logistical
information, and that this segment of the industry is relatively untouched.
COMPETITION AND COMPETITIVE STRATEGY
The shipping and transportation services industry is highly competitive. We
believe competition is based primarily on cost to ship, integration of various
modes of transport over various terrain, customer service and marketing support.
Our direct and indirect competition is made up of many publicly and privately
owned companies, many of which are fragmented in terms of both geographical
market coverage and service categories. Many companies within the industry are
privately-held. Therefore, we are unable to assess the size of all of our
competitors, but we would presently be classified as one of the smallest with
only a concept and no revenues at present. We believe end manufacturers,
distributors and retailers either rely on in house expertise or are aligning
themselves with shipping service companies that are financially stable, offer
expertise in a broad array of markets with all modes of transport and offer
superior customer service.
Our competition includes many logistics and forwarding freight forwarding
companies that offer freight planning, sourcing, transportation timing and mode
management and cost management. These companies vary in size from single
proprietors to large integrated, multinational firms. Many of these companies
also offer customs brokerage services to assist their customers with cross
border clearance export/import issues between sovereign countries. These
companies typically charge a fixed fee or percentage of the value of the
shipment for their services. They generally have the ability to provide
seamless, cost effective and trouble free transportation services for their
customers.
Large integrated shipping lines, airlines and land based transportation
companies also offer these services, either on a value added basis similar to
logistics and forwarders, or free of charge for larger customers. These
companies have significantly broader expertise and larger sales volumes than us,
have greater financial and other resources available to them, and possess
extensive marketing capabilities. Many of these companies also have well known
and established reputations with manufacturers, distributors and export/import
businesses for providing quality service on a cost effective basis. They have
many brokers representing their businesses and large sales forces throughout the
world.
We also face competition from companies based in the USA who offer various forms
of shipping and freight related information answers by email or online. While
these competitors have yet provided a service to provide customized freight and
shipping advice in real time fashion, they could do so at any time in the
future. At present, their services are limited to general shipping news and
tracking reports. These include:
Freight Gate (www.freightgate.com) - This company offers software applications
for global shippers, forwarders and carriers to track their products. They do
not currently offer planning or logistics management. Freight Gate does not
charge membership fees and derives its revenues from carrier transaction fees.
No special software is required or needs to be downloaded for this solution.
Freight Gate hosts and manages their applications from their website.
Dynamar (www.dynamar.com) - Offers credit and marketing reports in the maritime
sector. They also provide marine investigation and vessel tracking services.
Their service is utilized by companies who want to assess the credit risk of
existing business partners or assess the feasibility of new business
relationships within all sectors of the transport industry. The price for their
reports start at $400. They do not offer planning and logistics support and we
believe their price point is extremely high compared what we are planning.
Lloyd's List (www.lloydslist.com) - Lloyd's List generates a daily source of
news comments and coverage of shipping, marine insurance, offshore energy,
logistics, global trade and law. Their service is utilized by decision makers
looking to keep themselves up to date with the shipping industry. Their prices
range from $100 to $200 hundred dollars per month for different news
subscription packages.
Shipping Freight (www.shippingfreight.com) - An shipping information portal,
dedicated to providing knowledge to persons on all types of industry related
queries. This company does not currently charge a fee for its service. It offers
a limited `question & answer' section related to shipping logistics, and should
a user have additional queries, he/she must enter their information and
questions in a submission page. When we tested the turn-around time for a query,
it took 6 days. We believe this company is our most direct competition to what
we are planning to offer at present.
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A summary of the features and advantages of these competitors is as follows:
Shipping Industry
Product Company Advantage Disadvantage Price
- --------------- --------- ------------ -----
Freight Gate Offer multiple software Focus solely on software designed Percentage of the
solutions for shipping to track company products. freight cost
companies, carriers,
forwarders. No upfront fee.
Dynamar Reliable service for Expensive reports designed $400 per report
companies seeking credit or for feasibility, credit or
feasibility reports on marketing only, not
existing freight customers. positioned for new end users
embarking on the shipping
industry
Lloyd's List Daily news reports and updates Expensive subscriptions $100 - $200/month
from the shipping industry and typically utilized by
various trade sectors. management teams wanting
Positioned as a shipping news information pertaining to
portal. their industry segment,
rather than focused on
logistical complexities and
freight specifics
Shipping Freight Inc. Service for residential and Information available on Q&A No fee for service
commercial shipping, and while is extremely limited.
maintaining a small Submissions for additional
question/answer section for information must be submitted
end users online, and not real-time
responses. Slow service.
Freight Management Corp. Real-time answers & advice for Early entrant into market Planned at $90-100/monthly
end users, intelligent and place. Not a proven vendor at (see "Sales Strategy")
rapid software system designed this stage. No revenue streams
to provide the end user with to date.
immediate information,
allowing them to make informed
decisions on the spot.
We believe our proposed product currently represents a superior product to
anything currently offered and that our intelligent, real-time solution will
revolutionize the way in which shipping advice, content, logistics can be
accessed in a simple and quick manner. We believe we can overcome our
disadvantages to our competition by offering a quality product at a fair price,
executing a timely launch, being one of the first to market and maintaining our
customer service edge. However, any competitive advantage we may posses will
rapidly be adversely effected through the emergence of similar products becoming
available to the industry while we are developing or commercializing our
service. In order to protect any ongoing advantage, we also maintain our
presence by aligning our service with maritime and shipping associations,
federations, and forums. By partnering with these groups, we will be in a
position to effectively be recognized as a value-added service to the freight
industry and its members.
We are presently not aware of any non-English service offered in the industry.
We are planning to localize our product to fit into as many markets as possible.
We will initially develop our product for the English-speaking market and will
22
then move toward localizing our solution for other Latin-based languages such as
Spanish and then Asian languages such as Chinese. Although Asian trade volume is
larger than most the other regions, we will localize our service to Asian
languages at later stages due to the complexity of Asian language support.
Upon completion of our FRINFO service, we will adhere to the following
additional strategies to compete in our industry:
* We will promote our company and product service by partnering with
maritime groups, and establishing and executing an effective marketing
campaign
* We will create unique customer loyalty by fulfilling potential
customers' needs on a timely basis and by maintaining an updated
knowledge base with the most up to date data.
* Upon continued excellence of our product roll out, we plan to expand
our management team to retain skilled employees with experience
relevant to our business focus.
* We will expand our service in different markets, sectors and languages
- and become the most recognized
All of this intense competition may have a material adverse effect on our
results of operations and financial condition and prevent us from achieving
profitable sales levels for our product.
SALES STRATEGY
When our service is ready for commercial sale, our sales strategy will be
focused on attracting visitors to our site, so they can become familiar with our
website and get acquainted with our services. Once we complete the development
and testing of the website, our officers, directors and a contracted sales
person plan to contact directly as many companies as we can based on director's
experience and knowledge in the shipping industry through phone calls followed
up by marketing collateral. This collateral will include:
* Information about our company and the services the website provides
* Detailed information on the features, functionality, use of the
Freight Management databank and the potential benefits of our online,
real time q&a.
We also plan to utilize a variety of complementary marketing tools. These will
include:
INTERNET MARKETING- Our website will describe who we are and what we do. We plan
to have our brochures posted online, which will describe our service and
outlining the benefits of the usage of Freight Management databank.
TRADITIONAL MARKETING COLLATERAL- We intend to develop professional marketing
brochures that we can potentially distribute to the decision makers in targeted
companies as well as to trade journals serving this market space. Our collateral
will be part of a cohesive strategy that ties into our website.
DIRECT MAILS TO TARGETED CUSTOMERS - We intend to send an introduction email to
all targeted customers giving a clear introduction about the company's service
and the benefits of usage the website.
We also plan to offer free trials of the site services on an ongoing basis to
help market the service. We will base the trail period either on a free number
of days basis or through the provision of planning and logistics answers to user
queries. We are initially planning to charge for our services on a monthly
subscription basis at a price of $90-100. At this stage in our development, this
is a preliminary price and is subject to change as we roll out our service. We
are basing this initial price on our market research and the current pricing of
our competitors. Our closest indirect competitor currently charges $100-$200 for
their reports. We believe we can undercut their price structure, provide
significant value-add with a real-time interface, and then capture a healthy
market share of industry users. Based on the current lack of available
intelligent interactive freight logistics software systems, we believe this is
an acceptable and competitive price to launch our service with. We also plan to
effectively compete in this space by positioning ourselves as a distinctive,
high quality and `first-to-launch' solution for end users.
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DISTRIBUTION OF PRODUCTS OR SERVICES
Our website and proposed services are currently under development and are not
ready for commercial sale. We anticipate that it will be completed and ready for
beta trials in approximately 9 months and if successful, available for
commercial use in 12 months. Our website url is www.freightmanagementcorp.com.
We plan on providing all of our services through our website. When completed,
FRINFO will enable customers to post their queries, receive specific answers and
advice, and articles related to the nature of their query in real time and from
the convenience of their own desk. When a prospective customer is ready to
subscribe to our service, they will be required to create an account and choose
a username and password to secure their online account. On completion, a final
step will display the account information and payment information to the
customer for final confirmation and payment processing. The customer will also
receive an independent email summarizing the account and payment information.
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES
There are no constraints on the sources or availability of products and supplies
related to our business. Our President has extensive experience with freight
logistics management, database development and related software programs. We
plan to manage the development of our website and our planned commercial
services. We are planning to hire third party contractors to complete the
development of FRINFO. We have already identified several suitable firms, which
will also supply all of their own computer hardware and development software. As
a result of this process, we have finalized our budget to complete the project,
but we have not yet entered into any contracts for these services. All of these
potential contactors are located in Egypt and India and are highly experienced
with;
* Internet and website software design and applications
* The use of ASP, ASP.net and Visual Basic Scripting programming
language
* The use of MSSQL database programming language
We evaluated these potential candidates on the basis of track record systems
completed, overall skill-set and projects related to Artificial Intelligence
experience, software development track records, references and pricing. Hardware
applications we are intending to use include standard Dell or IBM PC based
systems, and we do not anticipate any issues with the supply or ability of this
equipment.
As we will continue to improve on the system and add functionality after initial
launch, we expect that we will retain the services of the software contractor
until a time when we hire our own full time software development employee(s). We
do not plan to do so until the second year of our operations.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We do not have any customers at present. Our planned services have not yet been
developed. We plan on selling our products and services directly to end use
consumers over the internet. Our intended offering will be priced for mass
market use focused on the shipping and transportation industry. Even though it
is focused on a specific industry, we do not anticipate dependence on one or a
few major customers into the foreseeable future, because of the significant
number of participants involved in the industry.
PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS
We have not obtained any copyrights, patents or trademarks in respect of any of
our intellectual property. We may obtain protection in the future, when we are
in a financial position to do so, but we do not foresee being in a position to
do so for least the next 12 months. However, all software that we develop will
be proprietary to the company. When complete, our core FRINFO programs will
reside in our servers, and we will protect the servers with an industry-standard
firewall. When we complete the development and testing of FRINFO, we plan on
including a statement of copyright and a standard license agreement for the use
of FRINFO online by our customers. We will also require all consultants and
future employees that we hire to work on our product to enter into
non-disclosure and non-competition agreements to protect our property.
We have not entered into any franchise agreements or other contracts that have
given, or could give rise to obligations or concessions.
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EXISTING OR PROBABLE GOVERNMENT REGULATIONS
There are no existing government regulations, nor are we aware of any
regulations being contemplated, that would adversely affect our ability to
operate.
USE OF THE INTERNET FOR SALES OF OUR PRODUCTS
Due to the increasing popularity and use of the Internet, it is possible that a
number of laws and regulations may be adopted with respect to the Internet
generally, covering issues such as user privacy, pricing, and characteristics
and quality of products and services. Similarly, the growth and development of
the market for Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business over the Internet. The adoption of any such laws or regulations may
decrease the growth of commerce over the Internet, increase our cost of doing
business or otherwise have a harmful effect on our business.
To date, governmental regulations have not materially restricted the use or
expansion of the Internet. However, the legal and regulatory environment that
pertains to the Internet is uncertain and may change. New laws may cover issues
that include:
* sales and other taxes;
* user privacy;
* pricing controls;
* characteristics and quality of products and services;
* consumer protection;
* libel and defamation;
* copyright, trademark and patent infringement; and
* other claims based on the nature and content of Internet materials.
These new laws may impact our ability to market our product and services in
accordance with our business plan.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
All FRINFO development activities to date were performed by our Officers and
Directors, free of charge. They estimate that they spent approximately 600 hours
on development activities related to the website smart knowledge center, which
contains the core data relevant to the shipping and freight industry. Mr.
Abotaleb has been collecting and storing relevant data for input in the
knowledge center. This development time also included creating links to relevant
articles on other websites and online information providers.
COMPLIANCE WITH ENVIRONMENTAL LAWS
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that address issues
specific to our business.
FACILITIES
We rent executive office facilities located at Suite 200, 8275 Eastern Avenue
Las Vegas, NV, 89123. This is a shared office facility, which offers office
space and secretarial and administrative services for $150 monthly. We may
cancel upon 30 days written notice. This location will serve as our primary
executive offices for the foreseeable future. Mr. Abotaleb and Mr. Lewis also
work from their respective residences in Canada and Egypt at no charge to our
company. We have also contracted to maintain and host web server space for our
website with a third party hosting business based in India at a nominal cost.
EMPLOYEES
Freight Management has no employees at the present time. Our officers and
directors, are responsible for all planning, developing and operational duties,
and will continue to do so throughout the early stages of our growth. We have no
intention of hiring employees until the business has been successfully launched
and we have sufficient, reliable revenue flowing into Freight Management from
our operations. Our officers and directors are planning to do whatever work is
25
required until our business to the point of having positive cash flow. Human
resource planning will be part of an ongoing process that will include regular
evaluation of operations and revenue realization. We do not expect to hire any
employees within the first year of operation.
Over the next 12 months, Mr. Ibrahim Abotaleb will be primarily responsible for:
* General management of our company's operations
* All company marketing and the building of relationships with potential
clients
* Managing sales activities
* Overseeing the further development and enhancement of the FRINFO
* Oversee the development of the marketing strategy and associated
collateral.
* Oversee the development of the sales strategy and the implementation
of strategy
* The hiring of the web developers on a contractual basis
Mr. Gerald Lewis will be responsible for:
* Updating our website
* Assisting Mr. Abotaleb with the further development and testing of
FRINFO
* Management and direction of all future financing activities
* Daily administration and bookkeeping activities
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements
REPORTS TO SECURITY HOLDERS
We will voluntarily make available to securities holders an annual report,
including audited financials, on Form 10-KSB. We are not currently a fully
reporting company, but upon effectiveness of this registration statement, we
will be required to file reports with the SEC pursuant to the Securities
Exchange Act of 1934; such as quarterly reports on Form 10-QSB and current
reports on Form 8-K.
The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information about the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at www.sec.gov.
PLAN OF OPERATION
We are a development stage company with very limited operations to date, no
revenue, very limited financial backing and few assets. Our plan of operation
over the next 12 months is to complete development, testing and market our
intelligent online system which we have named FRINFO, and make it available to
business owners, freight forwarders, and any other users requiring logistical
and planning tools and information for the shipping/freight industry
Our overall goal is to become a recognized market leader in providing online,
customized planning and logistical solutions in the freight/shipping business.
In order to achieve this goal, we have established the following objectives over
the next 12 months:
26
* Commence with the development of our website and brand development.
The first phase of website development will include online information
on our company background, our business, management team overview, and
email submission for any investor or general queries.
* The second phase includes the development and implementation of our
FRINFO intelligent online database. This will include our planned
smart knowledge center, which will be designed to provide the most
suitable solution and advice in response to a customer query.
* Develop and execute a sustainable and persuasive marketing plan
focused on shipping & trade affiliates/associations and other
potential users of our service.
* Achieve our first revenues within 12-14 months.
During the first stages of our company's growth, our officers and directors will
be responsible for executing the business plan at no charge. Since we intend to
operate with very limited administrative support, the officers and directors
will continue to be responsible for administering the company for at least the
first year of operations. Management has no intention at this time to hire
additional employees during the first year of operations. Due to limited
financial resources, each of the management team will dedicate between 25 - 30
hours per week, to ensure all operations are executed.
ACTIVITIES TO DATE
We have reserved a domain name to operate our company's web site
(http://www.freightmanagementcorp.com) and have acquired web hosting space at a
nominal cost. We have also secured shared office space for $150 monthly for our
executive offices, and created a brand logo for our business. We have hired a
web design consultant to design and construct our website. The content developed
to date includes the sections: "About us, Service Information, Management Bio's,
Investor Relations, Terms of Use, and Contact us" in tabular format. The website
architecture has been designed to allow easy navigation for our target market
users. We are in the process of developing our intelligent online system
(FRINFO) which will serve as the core of our online service. These future
activities related to our website are described in "milestones".
Our officers and directors estimate that they have spent approximately 600 hours
on development activities related to the website smart knowledge center, which
contains the core data relevant to the shipping and freight industry. Mr.
Abotaleb has been collecting and storing relevant data for input in the
knowledge center. This development time also included creating links to relevant
articles on other websites and online information providers.
We have identified several suitable firms to complete the development of our
intelligent online system, but we have not yet entered into any contracts for
these services. We evaluated potential candidates on the basis of skill,
previous history with building intelligent system platforms, software
development background and coding aptitudes, references and price.
EXPENDITURES
The following chart provides an overview of our budgeted expenditures using our
existing cash resources, by significant area of activity for each quarter, over
the next 12 months:
Q1 Q2 Q3 Q4 12 MONTHS
------- ------- ------- ------- ---------
Legal/Accounting $ 1,500 $ 1,500 $ 1,500 $ 3,500 $ 8,000
Transfer Agent 1,500 -- -- -- 1,500
Corporate Collateral Design 1,000 -- -- -- 1,000
Marketing Collateral Design -- -- 7,000 -- 7,000
Printing of Collateral 700 -- -- 1,000 1,700
Website Design 4,000 -- 8,000 -- 12,000
27
Server and hosting -- -- 450 450 900
Telephone 300 300 300 300 1,200
Contractors (Application
Development - $1,000 monthly
per contractor) 2,000 6,000 6,000 6,000 20,000
Contract Sale representative -- -- -- 7,200 7,200
Marketing Campaign -- -- -- 12,000 12,000
Office Rental 450 450 450 450 1,800
Office Supplies & Miscellaneous 1,000 1,000 1,000 1,000 4,000
------- ------- ------- ------- -------
TOTAL $12,450 $ 9,250 $24,700 $31,900 $78,300
======= ======= ======= ======= =======
These expenditures are described in detail by quarter in "Milestones".
MILESTONES
The following is a chronological itemization of the milestones we plan to
achieve over the next 12 months. We are currently in the first month of these
milestones noted below.
Q1 (JANUARY - MARCH 2008)
MAJOR ACTIVITIES
During the first three months, we plan to:
* Identify and hire a software contactor to develop FRINFO
* Initiate our software development activities
* Initiate the development of our corporate and marketing collateral
Software development activities: We plan to retain the services of a software
contractor by the end of month 2. We have already identified few potential
development firm candidates in Egypt and India. All have extensive experience in
web application development using popular programming languages such as ASP,
ASP.NET and MSSQL. During months 3 and 4, we will work with the software
contractor on the development of the system specifications. This will involve a
study of the proposed application requirements and the design of the application
to handle the needs. This will also involve the release of the system logic to
the contractor. This will be an interactive process between our management and
the software contractor.
Marketing activities: By the end of month 2, we plan to hire a graphic and web
design contractor. We expect that the contractor will finish developing our
corporate collateral (including logo, business cards, letterheads, stationeries,
email forms) by the end of month 2 at a cost of $1,000. Once completed, the
contractor will proceed with the revamping of our web site. This task will be
completed by the end of month 3.
Q2 (APRIL - JUNE 2008)
MAJOR ACTIVITIES
During this quarter, we expect to:
* Continue to focus on the development of FRINFO
Software development activities: We first plan to finalize the design and
development of FRINFO. The system will interact with the customer by using built
in Artificial Intelligence (AI) software to recognize the customer's input and
then search the smart knowledge center to provide the most accurate and best
possible solution to the customer's request. An example of such requests could
be: "What is the best departure and arrival ports to ship my product from the
West Coast USA to Hong Kong, China?" or "What is the typical size of a
28
container? What is the maximum weight capacity for the container?" or "Where can
I find customs contacts in USA"?. It will then offer a variety of answers and
possible solutions to best address the query.
We expect the development of FRINFO to occupy the majority of time during this
quarter, as the software developer will require time and feedback from company
management to address questions in the framework of the solution. We will also
hire an additional contractor during this quarter. Mr. Lewis will be responsible
for maintaining close contact with the developer to assist with all related
development issues, and Mr. Abotaleb will be mainly responsible for ensuring the
shipping interface to customers is within the parameters of the software
architecture. Mr. Abotaleb will also be responsible for early stage compiling of
potential partners, and identifying good associations that will have an interest
in our intelligent software, which are addressed further in Q4.
Q3 (JULY - SEPTEMBER 2008)
MAJOR ACTIVITIES
During the third quarter, we expect to achieve the following:
* Complete software development activities
* Launch a trial version of our service
* Complete the formulation and execution of a marketing and sales
strategy
* Complete the development of our marketing collateral
Software development: we plan to complete and test the software through
simulation routines. Simulations will be focused on various data input and
typical end user queries. We will also incorporate the freight/shipping data and
information that we have gathered to date into our smart knowledge center, which
will serve as the core of FRINFO. Prior to the end of the quarter, we plan to
offer the service by free trial. Prospective customers can create an account and
try the service. We will offer customers the ability create online accounts and
will post their queries. Questions and answers will be saved in the customer's
online account for future reference.
During the quarter, we will rent our own dedicated server, which will be used to
host FRINFO in a secure environment. We plan on obtaining a server with the
latest version of Windows server software and MS SQL, to support a large
scalable database. We will also obtain ASP.NET, which will we will use to
construct our intelligent system and which will provide system growth
scalability as demand for our services increases. This notion is important to
the development of our website, so that we do not have to switch systems or
backend servers to accommodate the increase of traffic, which ultimately reduces
the down time and maintenance of our available service. The cost of the
dedicated server will be $150 per month.
Prior to the end of the third quarter, we will complete our marketing collateral
materials, including email formatted company brochures and service launch
reminders. These marketing pieces will be emailed to the participants who had
submitted queries initially during the free trial period. In this marketing
effort, we will offer a free `beta test' trial period.
Q4 (OCTOBER - DECEMBER 2008)
MAJOR ACTIVITIES
During the fourth quarter of our plan, we expect to achieve the following:
* Initiate revenue generating activities
* Develop a partner program with industry affiliates
During the fourth quarter we will begin to execute our sales and market plan
within the FRINFO solution, based on the feed-back and user input we have
obtained from our beta group testers. Specific targeted marketing campaigns will
be designed to target certain industries where users will benefit the most from
our online consulting service.
We will also register with a search engine program, namely Google AdWords and
MSN search engine to promote brand awareness and advertising. Programs such as
29
these direct end-users who are seeking related services such as our online
solution. There is no cost to access this function, other than a `cost per
click' to the company supporting the AdWord online program. Furthermore, we will
implement a `search optimization' program, which will place certain key words
and our company name/website at the top of these search engines. There is no
cost to perform this optimization. We believe this service will provide us with
a highly visible online presence, where users can find us anywhere online, and
then be directed to our website. Most importantly, we will engage a free
service, namely "Web Trends." This service allows us to track consumers who have
visited our site, by offering us information such as their geographic location
(city or country), the duration of time spent on our website, and which page of
our website did they spend the longest or shortest time on. This will give us an
indication of where our users are coming from, and what areas of our website
were most effective in retaining them, or not. This will also allow us to be
informed about how many unique visitors we have on our website, and those which
convert to the free trial basis. This conversion ratio, geographic information,
and any additional comments submitted on our website, will be important as we
develop our marketing materials to ensure that it is focused and relative to our
potential customers.
We plan to contract an experienced sales person starting in October. This
individual will be responsible for ensuring the search engine optimization is
kept up-to-date and that Google AdWords and MSN search engines continually
posture Freight Management at the top of the list. This person will also oversee
all sales related initiatives as they develop with the advancement of FRINFO
solution. They will be further responsible for being aware of industry changes
and economic upturns/downturns in our primary market, to ensure our sales
strategy and pricing remains competitive. Customer service will be a function of
`sales' at this stage, and this sales person will maintain phone and/or email
dialogue with current customers to ensure they are satisfied with their
experience and that the solution is providing them with accurate information.
We will also launch our online marketing campaign which will primarily focus on
introducing our product to various maritime and shipping associations,
federations, and forums. We plan to approach associations such as International
Shipping Federation, International Marine Forum, International Chamber of
Shipping, BIMCO, International Ship Managers' Association, and Association of
Dry Cargo Shipowners. We believe by partnering with groups such as these, we
will gain tremendous awareness in the shipping industry. We do not see any risk
or issue pertaining to our ability to partner with these groups, as their
mandates embrace the notion of knowledge and access to quality information to
existing and potential companies and end-users alike.
LIQUIDITY AND CASH RESOURCES
As previously noted, we have raised $8,000 from the sale of stock to our
officers and directors and $53,000 through a private placement to 39
non-affiliated investors. At December 31, 2007 we had $60,208 in cash. As of the
date hereof, we have approximately $55,400 of which we anticipate needing
approximately $17,302 for the yet unpaid expenses associated with this
Registration Statement (See ITEM 25 "Other Expenses if Issuance and
Distribution"). Our budgeted expenditures for the next twelve months are
$78,300. Therefore, we presently have a budgeted shortfall of approximately
$40,202.
How long Freight Management will be able to satisfy its cash requirements
depends on how quickly our company can generate revenue and how much revenue can
be generated. We estimate that our current cash balances will be extinguished
prior to the end of the third quarter in 2008, provided we do not have any
unanticipated expenses. Although there can be no assurance at present, we plan
to be in a position to generate revenues prior to the end of the year. We must
generate at least $40,300 in revenues in order to fund all expenditures under
our 12-month budget.
If we fail to generate sufficient revenues, we will need to raise additional
funds for the future development of our business, or to respond to unanticipated
requirements or expenses. We do not currently have any arrangements for
financing and we can provide no assurance to investors we will be able to find
such financing. There can be no assurance that additional financing will be
available to us, or on terms that are acceptable. Consequently, we may not be
able to proceed with our intended business plans or complete the development and
commercialization of our product.
There are also no plans or expectations to purchase or sell any significant
equipment in the first year of operations.
30
DESCRIPTION OF PROPERTY
We do not own any property, real or otherwise. We rent executive office
facilities located at Suite 200, 8275 Eastern Avenue Las Vegas, NV, 89123. This
is a shared office facility, which offers office space and secretarial and
administrative services for $150 monthly. We may cancel upon 30 days written
notice. This location will serve as our primary executive offices for the
foreseeable future. Mr. Abotaleb and Mr. Lewis also work from their respective
residences in Canada and Egypt at no charge to our company. We have also
contracted to maintain and host web server space for our website with a third
party hosting business at a nominal cost.
We believe our current premises are adequate for our current operations and we
do not anticipate that we will require any additional premises in the
foreseeable future.
We do not have any investments or interests in any real estate. Our company does
not invest in real estate mortgages, nor does it invest in securities of, or
interests in, persons primarily engaged in real estate activities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the stock transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any director,
executive officer, shareholder of Freight Management or any member of the
immediate family of any of the foregoing had or is to have a direct or indirect
material interest.
On September 17, 2007 Mr. Ibrahim Abotaleb and Mr. Gerald Lewis each purchased
2,000,000 shares of our common stock for $0.002 per share, or $4,000.00 each,
for an aggregate of $8,000.00.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Currently there is no public trading market for our stock, and we have not
applied to have our common stock listed. We intend to seek out a market maker to
apply to have our common stock quoted on the OTC Bulletin Board upon
effectiveness of this Form SB-2. No trading symbol has yet been assigned.
RULES GOVERNING LOW-PRICE STOCKS THAT MAY AFFECT OUR SHAREHOLDERS' ABILITY TO
RESELL SHARES OF OUR COMMON STOCK
Our stock currently is not traded on any stock exchange or quoted on any stock
quotation system. Upon the registration statement in which this prospectus is
included becoming effective, we will seek out a market maker to apply for
quotation of our common stock on the OTCBB.
Quotations on the OTCBB reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not reflect actual transactions. Our common stock
may be subject to certain rules adopted by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks". Penny stocks
generally are securities with a price of less than $5.00, other than securities
registered on certain national exchanges or quoted on the Nasdaq system,
provided that the exchange or system provides current price and volume
information with respect to transaction in such securities. The additional sales
practice and disclosure requirements imposed upon broker-dealers may discourage
broker-dealers from effecting transactions in our shares which could severely
limit the market liquidity of the shares and impede the sale of our shares in
the secondary market.
The penny stock rules require broker-dealers, prior to a transaction in a penny
stock not otherwise exempt from the rules, to make a special suitability
determination for the purchaser to receive the purchaser's written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock.
In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt. A broker-dealer is also required to disclose
commissions payable to the broker-dealer and the registered representative and
current quotations for the securities. Finally, a broker-dealer is required to
31
send monthly statements disclosing recent price information with respect to the
penny stock held in a customer's account and information with respect to the
limited market in penny stocks.
HOLDERS
As of the filing of this prospectus, we have 41 shareholders of record of
Freight Management common stock. We are registering 1,060,000 shares of our
common stock held by 39 non-affiliated investors under the Securities Act of
1933 for sale by the selling securities holders named in this prospectus. This
does not include the 4,000,000 shares held by our Officers and Directors.
RULE 144 SHARES.
As of the date of this prospectus, persons who are our Officers and Directors
(affiliates) hold all of the 4,000,000 shares, which may be sold in the future
pursuant to Rule 144. These shares are currently restricted from trading and
under pending amendments to Rule 144 (which become effective on February 15,
2008 but have retroactive application to the date of issuance), these shares
will only be available for resale to the public after March 17, 2008 if:
* We are no longer a shell company as defined under section 12b-2 of the
Exchange Act. A "shell company" is defined as a company with no or
nominal operations, and with no or nominal assets or assets consisting
solely of cash and cash equivalents.
* We have filed all Exchange Act reports required for the past 12
months; and
* If applicable, at least one year has elapsed from the time that we
file current Form 10 information on Form 8-K changing our status from
a shell company to an entity that is not a shell company.
At present, we are considered to be a shell company under the regulations. If we
meet the requirements at any date subsequent to March 17, 2008 in the future,
our officers and directors would be entitled to sell within any three month
period a number of shares that does not exceed the greater of: 1% of the number
of shares of our common stock then outstanding which, in this case, will
currently equate to approximately 50,600 shares; or the average weekly trading
volume of Freight Management common stock during the four calendar weeks,
preceding the filing of a notice on Form 144 with respect to the sale for sales
exceeding 5,000 shares or an aggregate sale price in excess of $50,000. If fewer
shares at lesser value are sold, no Form 144 is required.
DIVIDENDS.
As of the filing of this prospectus, we have not paid any dividends to our
shareholders. There are no restrictions which would limit our ability to pay
dividends on common equity or that are likely to do so in the future. The Nevada
Revised Statutes, however, do prohibit us from declaring dividends where, after
giving effect to the distribution of the dividend: Freight Management would not
be able to pay its debts as they become due in the usual course of business; or
its total assets would be less than the sum of the total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
DIFFICULTY TO RESELL FREIGHT MANAGEMENT STOCK, AS THE COMPANY HAS NO
EXPECTATIONS TO PAY CASH DIVIDENDS IN THE NEAR FUTURE
The holders of our common stock are entitled to receive dividends when, and if,
declared by the board of directors. We will not be paying cash dividends in the
foreseeable future, but instead we will be retaining any and all earnings to
finance the growth of our business. To date, we have not paid cash dividends on
our common stock. This lack of an ongoing return on investment may make it
difficult to sell our common stock and if the stock is sold the seller may be
forced to sell the stock at a loss.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid by
us to our officers from our date of incorporation on September 17, 2007 to
December 31, 2007, our first completed fiscal year end.
32
SUMMARY COMPENSATION TABLE
Change in
Pension
Value &
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary($) Bonus($) Awards($) Awards($) sation($) Earnings($) sation($) Totals($)
- ------------ ---- --------- -------- --------- --------- --------- ----------- --------- ---------
Ibrahim Abotaleb 2007 0 0 0 0 0 0 0 0
President & CEO
Gerald Lewis 2007 0 0 0 0 0 0 0 0
Secretary, Treasurer, CFO
Since our date of incorporation to the date of this prospectus, our executive
officers have not received and are not accruing any compensation. The officers
anticipate that they will not receive, accrue, earn, be paid or awarded any
compensation during the first year of operations. We have not entered into any
employment agreement or consulting agreement with our directors and executive
officers.
The following table sets forth information with respect to compensation paid by
us to our directors from our date of incorporation on September 17, 2007 to
December 31, 2007, our first completed fiscal year end.
DIRECTOR COMPENSATION TABLE
Change in
Pension
Fees Value and
Earned Non-Equity Nonqualified All
or Incentive Deferred Other
Paid in Stock Option Plan Compensation Compen-
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) sation($) Total($)
---- ------- --------- --------- --------------- ----------- --------- --------
Ibrahim Abotaleb 0 0 0 0 0 0 0
Gerald Lewis 0 0 0 0 0 0 0
All compensation received by the officers and directors has been disclosed.
OPTION/SAR GRANTS
There are no stock option, retirement, pension, or profit sharing plans for the
benefit of our officers and directors.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans.
33
DIRECTORS COMPENSATION
We have no formal plan for compensating our directors for their services in
their capacity as directors. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors may
award special remuneration to any director undertaking any special services on
behalf of Freight Management other than services ordinarily required of a
director. Since inception to the date hereof, no director received and/or
accrued any compensation for his or her services as a director, including
committee participation and/or special assignments.
FINANCIAL STATEMENTS
The audited financial statements of Freight Management appear below on pages F-1
through F-10.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
There have been no changes in and/or disagreements with Moore & Associates,
Chartered on accounting and financial disclosure matters.
34
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Freight Management Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Freight Management Corp. (A
Development Stage Company) as of December 31, 2007, and the related statements
of operations, stockholders' equity and cash flows through December 31, 2007,
and Inception on September 17, 2007 through December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Freight Management Corp. (A
Development Stage Company) as of December 31, 2007 and the results of its
operations and its cash flows through December 31, 2007, and Inception on
September 17, 2007 through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has net losses in the amount of $1,576 as of
December 31, 2007, which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- -------------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 18, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
BALANCE SHEET
December 31,
2007
--------
ASSETS
Current assets
Cash and bank accounts $ 60,208
Deposit 150
--------
Total current assets 60,358
Website, net of accumulated amortization (Note 7) 3,889
--------
Total assets $ 64,247
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 4,003
Due to director (Note 5) 820
--------
Total liabilities 4,823
--------
Stockholders' equity (Note 4,5)
Authorized:
75,000,000 common shares
Par value $0.001
Issued and outstanding:
5,060,000 common shares 5,060
Additional paid-in capital 55,940
Deficit accumulated during the development stage (1,576)
--------
Total stockholders' equity 59,424
--------
Total liabilities and stockholders' equity $ 64,247
========
The accompanying notes are an integral part of these financial statements.
F-2
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Date of
Incorporation on
September 17, 2007 to
December 31,
2007
----------
REVENUE $ --
----------
OPERATING EXPENSES
Amortization 111
General & Administrative 645
Organization 820
----------
Loss before income taxes (1,576)
Provision for income taxes --
----------
Net loss $ (1,576)
==========
Basic and diluted loss per
Common share (1)
==========
Weighted average number
of common shares
outstanding (Note 4) 4,010,095
==========
- ----------
(1) less than $0.01
The accompanying notes are an integral part of these financial statements.
F-3
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
-------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, September 17, 2007 -- $ -- $ -- $ -- $ --
Initial capitalization, sale of
common stock to Directors on
September 17, 2007 4,000,000 4,000 4,000 8,000
Private placement closed
December 31, 2007 1,060,000 1,060 51,940 53,000
Net loss for the period -- -- -- (1,576) (1,576)
--------- --------- --------- --------- ---------
Balance December 31, 2007 5,060,000 $ 5,060 $ 55,940 $ (1,576) $ 59,424
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-4
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Date of
Incorporation on
September 17, 2007 to
December 31,
2007
----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (1,576)
Adjustments To Reconcile Net Loss To Net Cash
Used In Operating Activities
Amortization expense 111
Changes in operating assets and liabilities:
Deposit (150)
Accounts payable and accrued liabilities 4,003
Due to director 820
--------
Net cash provided by operating activities 3,208
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Website (4,000)
--------
Net cash used in investing activities (4,000)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 61,000
--------
Net cash provided by financing activities 61,000
--------
Increase in cash during the period 60,208
Cash, beginning of the period --
--------
Cash, end of the period $ 60,208
========
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes $ --
Cash paid for interest $ --
The accompanying notes are an integral part of these financial statements.
F-5
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
The Company was originally incorporated under the laws of the state of Nevada on
September 17, 2007. The Company has limited operations and in accordance with
SFAS #7, is considered a development stage company, and has had no revenues from
operations to date.
Initial operations have included organization, capital formation, target market
identification, new product development and marketing plans. Management is
planning to complete development and then market an integrated website for
planning and analyzing shipping logistics to prospective clients. See Note 5.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The relevant accounting policies and procedures are listed below. The company
has adopted a December 31 year end.
ACCOUNTING BASIS
The basis is generally accepted accounting principles.
EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective its inception.
The basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted earnings (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted as of the first of the year for any potentially
dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception.
F-6
FREIGHT MANAGMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
NOTE 2. (continued)
DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
F-7
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
NOTE 2. (continued)
WEBSITE COSTS
Website costs consist of software development costs, which represent capitalized
costs of design, configuration, coding, installation and testing of the
Company's website up to its initial implementation. Upon implementation in
December 2007, the asset is being amortized to expense over its estimated useful
life of three years using the straight-line method. Ongoing website
post-implementation costs of operation, including training and application
maintenance, will be charged to expense as incurred. See Note 7.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. The Company has net losses for the period from inception to
December 31, 2007 of $1,576. The Company intends to fund operations through
sales and equity financing arrangements, which may be insufficient to fund its
capital expenditures, working capital and other cash requirements through the
next fiscal year ending December 31, 2008.
The ability of the Company to emerge from the development stage is dependent
upon the Company's successful efforts to raise sufficient capital and then
attaining profitable operations. In response to these problems, management has
planned the following actions:
* The Company intends to complete and file a Registration Statement with
the SEC.
* Management intends to raise additional funds through public or private
placement offerings.
* Management is currently completing development of its proposed
internet/web based product to generate sales. There can be no
assurances, however, that management's expectations of future sales
will be realized.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
F-8
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
NOTE 4. STOCKHOLDERS' EQUITY
AUTHORIZED
The Company is authorized to issue 75,000,000 shares of $0.001 par value common
stock. All common stock shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and, therefore, the
holders of more than 50% of the common stock could, if they choose to do so,
elect all of the directors of the Company.
ISSUED AND OUTSTANDING
On September 17, 2007 (inception), the Company issued 4,000,000 shares of its
common stock to its Directors for cash of $8,000. See Note 5.
On December 31, 2007, the Company closed a private placement for 1,060,000
common shares at a price of $0.05 per share, or an aggregate of $53,000. The
Company accepted subscriptions from 39 offshore non-affiliated investors.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company's neither owns nor leases any real or personal property. The
Company's Directors provides office space free of charge. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
The amount due to a director of $820 has no repayment terms, is unsecured
without interest and is for reimbursement of company incorporation expenses. The
company plans to pay the amount within the next 12 months.
On February 26, 2007 (inception), the Company issued 4,000,000 shares of its
common stock to its Directors for cash of $8,000. See Note 4.
F-9
FREIGHT MANAGEMENT CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
NOTE 6. INCOME TAXES
Net deferred tax assets are $nil. Realization of deferred tax assets is
dependent upon sufficient future taxable income during the period that
deductible temporary differences and carry-forwards are expected to be available
to reduce taxable income. As the achievement of required future taxable income
is uncertain, the Company recorded a 100% valuation allowance. Management
believes it is likely that any deferred tax assets will not be realized.
As of December 31, 2007, the Company has a net operating loss carry forward of
approximately $1,576, which will expire 20 years from the date the loss was
incurred.
NOTE 7. WEBSITE
Accumulated
Cost amortization Net book value
---- ------------ --------------
Website costs $4,000 $111 $3,889
Website costs are amortized on a straight line basis over 3 years, its estimated
useful life.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company currently has no operating lease commitments or any other
commitments.
F-10
DEALER PROSPECTUS DELIVERY OBLIGATION
Until 90 days from the effective date of this Registration Statement, all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and the bylaws.
Nevada corporation law provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Nevada corporation law also provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Our Articles of Incorporation authorize our company to indemnify our directors
and officers to the fullest extent permitted under Nevada law. Our Bylaws
require us to indemnify any present and former directors, officers, employees,
agents, partners, trustees and each person who serves in any such capacities at
our request against all costs, expenses, judgments, penalties, fines,
liabilities and all amounts paid in settlement reasonably incurred by such
persons in connection with any threatened, pending or completed action, action,
suit or proceeding brought against such person by reason of the fact that such
person was a director, officer, employee, agent, partner or trustees of our
company. We will only indemnify such persons if one of the groups set out below
determines that such person has conducted themself in good faith and that such
person:
- reasonably believed that their conduct was in or not opposed to our
company's best interests; or
- with respect to criminal proceedings had no reasonable cause to
believe their conduct was unlawful.
Our Bylaws also require us to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of our company to procure a judgment in our company's
favor by reason of the fact that such person is or was a director, trustee,
officer, employee or agent of our company or is or was serving at the request of
our company in any such capacities against all costs, expenses, judgments,
penalties, fines, liabilities and all amounts paid in settlement actually and
reasonably incurred by such person. We will only indemnify such persons if one
of the groups set out below determined that such persons have conducted
themselves in good faith and that such person reasonably believed that their
conduct was in or not opposed to our company's best interests. Unless a court
otherwise orders, we will not indemnify any such person if such person shall
have been adjudged to be liable for gross negligence or willful misconduct in
the performance of such person's duty to our company.
The determination to indemnify any such person must be made:
- by our stockholders;
- by our board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
- by independent legal counsel in a written opinion; or
- by court order.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of our company under
Nevada law or otherwise, our company has been advised that the opinion of the
Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
II-1
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of our company under
Nevada law or otherwise, we have been advised the opinion of the Securities and
Exchange Commission is that such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other than payment
by us for expenses incurred or paid by a director, officer or controlling person
of our company in successful defense of any action, suit, or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction, the question of whether such indemnification by it is
against public policy in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We have, or will expend fees in relation to this registration statement as
detailed below:
Expenditure Item Amount
---------------- ------
Attorney and consulting fees $12,500
Audit Fees 2,000
Transfer Agent Fees 1,200
SEC Registration 2
Other and Miscellaneous (1) 1,000
Edgarizing and Filing Fees (1) 600
-------
TOTAL $17,302
=======
- ----------
(1) Estimates
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
We have sold securities within the past three years without registering the
securities under the Securities Act of 1933 on two separate occasions.
On September 17, 2007 Mr. Ibrahim Abotaleb, our President and Director,
purchased 2,000,000 shares of our common stock for $0.002 per share or an
aggregate of $4,000. On September 17, 2007 Mr. Gerald Lewis, our Secretary
Treasurer and Director, purchased 2,000,000 shares of our common stock for
$0.002 per share or an aggregate of $4,000. No underwriters were used, and no
commissions or other remuneration was paid except to Freight Management. The
securities were sold in an offshore transaction relying on Rule 903 of
Regulation S of the Securities Act of 1933. Mr. Abotaleb and Mr. Lewis are not
U.S. persons as that term is defined in Regulation S. No directed selling
efforts were made in the United States by Freight Management, any distributor,
any of their respective affiliates or any person acting on behalf of any of the
foregoing. We are subject to Category 3 of Rule 903 of Regulation S and
accordingly we implemented the offering restrictions required by Category 3 of
Rule 903 of Regulation S by including a legend on all offering materials and
documents which stated that the shares have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States or to
US persons unless the shares are registered under the Securities Act of 1933, or
an exemption from the registration requirements of the Securities Act of 1933 is
available. The offering materials and documents also contained a statement that
hedging transactions involving the shares may not be conducted unless in
compliance with the Securities Act of 1933. The shares continue to be subject to
Rule 144 of the Securities Act of 1933.
On December 31, 2007 we accepted subscription agreements that sold 1,060,000
common shares to the following 39 subscribers at an offering price of $0.05 per
share for gross offering proceeds of $53,000. This was an offshore transaction
pursuant to Regulation S of the Securities Act. The offering price for the
offshore transactions was established on an arbitrary basis. All of the
following persons are not U.S. persons, as the term is defined under Regulation
S and the sales of our common stock to the following person are made in offshore
transactions as the term is defined under Regulation S. No direct selling
efforts were made in the United States by Freight Management, any distributor,
II-2
any of our respective affiliates, or any person acting on behalf of any of the
foregoing. We are subject to Category 3 of Rule 903 of Regulation S and
accordingly we implemented the offering restrictions required by Category 3 of
Rule 903 of Regulation S by including a legend on all offering materials and
documents which stated that the shares have not been registered under the
SECURITIES ACT OF 1933 and may not be offered or sold in the United States or to
U.S. persons unless the shares are registered under the SECURITIES ACT OF 1933,
if an exemption from registration requirements of the SECURITIES ACT OF 1933 is
available. The offering materials and documents also contained a statement that
hedging transactions involving the shares may not be conducted unless in
compliance with the SECURITIES ACT OF 1933.
Number of
Shares
Name of Stockholder Subscribed
------------------- ----------
Ossama Yassin Elias Yassin 20,000
Gamil Mohamed Mostafa Hassaneen Ahmed 20,000
Mona Mohamed Abdel Aal Abdel Mounem 20,000
Yasser Ahmed Abdou Abdel Monem 20,000
Abdel Meguid Hosni Abdel Meguid Ismail 30,000
Mahmoud Mohamed Hamed Ibrahim 20,000
Mohamed Metwaly Ragheb Shaaban 40,000
Sameh Mohamed Abd El Wahab Mohamed 30,000
Ehab Mohamed Ismail Omer Elshaboury 40,000
Michael Magdy Fallah Twfils 20,000
Yehia Refaat Abd Elhady Alramly 30,000
Ashraf Ahmed Farghaly Hussein 20,000
Ahmed Mohamed Kamal El Tedawy 20,000
Amr Abd El Monem Hassan Nasr 40,000
Ibrahim Ahmed Ibrahim Ahmed Kamar 20,000
Ayman Said Mohamed Ismail 30,000
Mohamed Saad Mohamed Farrag 30,000
Hoda Moawad Mohamed Elsharkawy 20,000
Hamadah Mohamed Younis Badr 30,000
Mohamed Ayman Mahmoud Abdo Essa 20,000
Mohamed Abdel Wahed Abdel Ghani Mohamed 20,000
Adel Hassan Morsy Mohamed 30,000
Mohamed Noshy Fekry Abdelhamid 40,000
Wessam Saied Saied Sellyman Ibrahim 40,000
Amr Abd El Raouf Ahmed Abdel Raouf Mohamed 20,000
Hassan Abdel Monem Hassan Ahmed 40,000
Mahmoud Mohamed Youssef Mohamed Ahmed 40,000
Hany Mohamed Abd-Elatief Ahmed Abd-Elatief El-gayar 30,000
Abd Elrahman Shoukry Mohamed Ezzat Shoukry 30,000
Khamis Mohamed Abdelaziz Ali 40,000
Ahmed Essam Eldin Anwar Hassan 30,000
Daif Nasr Abdelaziz Alminshawy 20,000
Bahia Abdelhady Ahmed Mohamed 20,000
Nawal Tantawy Abd Elmejeed Masoud 20,000
Magdy Hassan Ahmed Hassan 20,000
Gaber El Said Gaber Said Ahmed Shehata 20,000
Moustafa Hamad Mohamed Hamouda 40,000
Tamer Ibrahim Mohamed Elsaid Abo El Saadat 20,000
Mohamed Mansour Hassan Hussein Ibrahim 20,000
---------
TOTAL 1,060,000
=========
II-3
ITEM 27. EXHIBITS
Number Description
------ -----------
3.1 Articles of Incorporation.
3.2 Bylaws.
5.1 Consent and Opinion re: Legality.
23.1 Consent of Accountant
99.1 Form of subscription agreement used between our company and
the 39 non affiliated shareholders who purchased 1,060,000
common shares at $0.05 per share, as listed in ITEM 26.
ITEM 28. UNDERTAKINGS
We hereby undertake the following:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the Offering of such securities
at that time shall be deemed to be the initial bona fide Offering thereof.
To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
Offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to the directors, officers and controlling persons pursuant to the
provisions above, or otherwise, Freight Management has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of the directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of the directors, officers, or controlling
persons in connection with the securities being registered, Freight Management
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed in
the Securities Act, and Freight Management will be governed by the final
adjudication of such issue.
For determining liability under the Securities Act, to treat the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant under Rule 424(b) (1) or (4) or 497(h) under the Securities Act as
part of this Registration Statement as of the time the Commission declared it
effective.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, Nevada on January 29, 2008.
FREIGHT MANAGEMENT CORP.
/s/ Ibrahim Abotaleb
- ----------------------------------------
Ibrahim Abotaleb
President, Principal Executive Officer
/s/ Gerald Lewis
- ----------------------------------------
Gerald Lewis
Secretary/Treasurer, Principal Financial
Officer and Principal Accounting Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
/s/ Ibrahim Abotaleb January 29, 2008
- ----------------------------------------
Ibrahim Abotaleb
Director
/s/ Gerald Lewis January 29, 2008
- ----------------------------------------
Gerald Lewis
Director
II-5
Exhibit 3.1
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
Document Number
20070634612-91
Filing Date and Time
09/17/2007 1:45 PM
Entity Number
E0648352007-4
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
1. Name of Corporation: FREIGHT MANAGEMENT CORP.
2. Resident Agent Name &
Street Address: THE NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA 89501
3. Shares: Number of Shares with par value: 75,000,000
Par value: $.001
Number of Shares with par value: 0
4. Name & Address of Board
Of Directors/Trustees: 1. IBRAHIM ABOTALEB
24 EL GAMMAL ST, CLEOPATRA HAMMAT
ALEXANDRIA, EGYPT 21311
5. Purpose: ANY LAWFUL BUSINESS ACTIVITY
6. Name, Address & Signature
Of Incorporator: AMANDA CARDINALLI /s/ Amanda Cardinalli
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA 89501
7. Certificate of Acceptance I hereby accept appointment as Resident Agent
Of Appointment of Resident for the above named corporation.
Agent:
/s/ Amanda Cardinalli 9-17-07
Authorized Signature of R.A. Date
Exhibit 3.2
BYLAWS
OF
FREIGHT MANAGEMENT CORP.
A Nevada Corporation
ARTICLE I
STOCKHOLDERS
SECTION 1
ANNUAL MEETING. Annual meetings of the Stockholders, shall be held on the day
and at the time as may be set by the Board of Directors from time to time, at
which annual meeting the Stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be brought before the meeting.
SECTION 2
SPECIAL MEETINGS. Special meetings of the Stockholders. for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of Stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
SECTION 3
PLACE OF MEETINGS. All annual meetings of the Stockholders shall be held at the
registered office of the Corporation or at such other place within or outside
the State of Nevada as the Directors shall determine. Special meetings of the
Stockholders may be held at such time and place within or outside the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof. Business transacted at any special meeting of
Stockholders shall be limited to the purposes stated in the notice.
SECTION 4
QUORUM; ADJOURNED MEETINGS. The holders of at least ten percent (10%) of the
Stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 5
VOTING. Each Stockholder of record of the Corporation holding Stock which is
entitled to vote at this meeting shall be entitled at each meeting of
Stockholders to one vote for each share of Stock standing in his name on the
books of the Corporation. Upon the demand of any Stockholder, the vote for
Directors and the vote upon any question before the meeting shall be by ballot.
When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the Stock having voting power present in person or represented
by proxy shall be sufficient to elect Directors or to decide any question
brought before such meeting, unless the question is one upon which by express
provision of the statutes or of the Articles of Incorporation, a different vote
is required in which case such express provision shall govern and control the
decision of such question.
SECTION 6
PROXIES. At any meeting of the Stockholders any Stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the Stockholders unless
it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding Officer of the meeting.
SECTION 7
ACTION - WITHOUT MEETING. Any action which may be taken by the vote of the
Stockholders at a meeting may be taken without a meeting if authorized by the
written consent of Stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of Incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consents shall be required.
ARTICLE II
DIRECTORS
SECTION 1
MANAGEMENT OF CORPORATION. The business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or clone
by the Stockholders.
SECTION 2
NUMBER, TENURE, AND QUALIFICATIONS. The number of Directors which shall
constitute the whole board shall be at least one. The number of Directors may
from time to time be increased or decreased by directors' resolution to not less
than one nor more than eight. The Directors shall be elected at the annual
meeting of the Stockholders and except as provided in Section 2 of this Article,
each Director elected shall hold office until his successor is elected and
qualified. Directors need not be Stockholders.
2
SECTION 3
VACANCIES. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filled by a majority of the
remaining Directors, though not less than a quorum, or by a sole remaining
Director, and each Director so elected shall hold office until his successor is
elected at an annual or a special meeting of the Stockholders. The holders of
two-thirds of the outstanding shares of Stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the Directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resignation or removal of any Directors, or if the authorized
number of Directors be increased, or if the Stockholders fail at any annual or
special meeting of Stockholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.
If the Board of Directors accepts the resignation of a Director tendered to take
effect at a future time, the Board or the Stockholders shall have power to elect
a successor to take office when the resignation is to become effective.
No reduction of the authorized Dumber of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
SECTION 4
ANNUAL AND REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at any place within or outside the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the Corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Regular meetings of the Board of Directors may be held without call or notice at
such time and at such place as shall from time to time be fixed and determined
by the Board of Directors.
SECTION 5
FIRST MEETING. The first meeting of each newly elected Board of Directors shall
be held immediately following the adjournment of the meeting of Stockholders and
at the place thereof. No notice of such meeting shall be necessary to the
Directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
SECTION 6
SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by
the Chairman or the President or by any Vice President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail, facsimile
transmission, electronic mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records or if
such address is not readily ascertainable, at the place in which the meetings of
the Directors are regularly held. In case such notice is mailed, it shall be
3
deposited in the United States mail at least five (5) days prior to the time of
the holding of the meeting. In case such notice is hand delivered, faxed or
emailed as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing, faxing,
emailing or delivery as above provided shall be due, legal and personal notice
to such Director.
SECTION 7
BUSINESS OF MEETINGS. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 8
QUORUM, ADJOURNED MEETINGS. A majority of the authorized number of Directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision (lone or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the Board
shall be as valid and effective in all respects as if passed by the Board in
regular meeting.
A quorum of the Directors may adjourn any Directors meeting to meet again at a
stated day and hour- provided, however, that in the absence of a quorum, a
majority of the Directors present at any Directors meeting, either regular or
special, may adjourn from time to time until the time fixed for the next regular
meeting of the Board.
Notice of the time and place of holding an adjourned meeting need not be given
to the absent Directors if the time and place be fixed at the meeting adjourned.
SECTION 9
COMMITTEES. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of at least one or more of the Directors of the
Corporation which, to the extent provided in the resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
The committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors.
4
SECTION 10
ACTION WITHOUT MEETING. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
SECTION 11
SPECIAL COMPENSATION. The Directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE III
NOTICES
SECTION 1
NOTICE OF MEETINGS. Notices of meetings of Stockholders shall be in writing and
signed by the President or a Vice President or the Secretary or an Assistant
Secretary or by such other person or persons as the Directors shall designate.
Such notice shall state the purpose or purposes for which the meeting of
Stockholders is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice shall be
delivered personally to, sent by facsimile transmission or electronic mail or
shall be mailed, postage prepaid, to each Stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to a Stockholder at his address as it
appears upon the records of the Corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice is deposited in the mail for
transmission to such Stockholder. Personal delivery of any such notice to any
Officer of a Corporation or association, or to any member of a partnership shall
constitute delivery of such notice to such Corporation, association or
partnership. In the event of the transfer of Stock after delivery of such notice
of and prior to the holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.
SECTION 2
EFFECT OF IRREGULARLY CALLED MEETINGS. Whenever all parties entitled to vote at
any meeting, whether of Directors or Stockholders, consent, either by a writing
on the records of the meeting or filed with the Secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting-, and such consent or approval of Stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
5
SECTION 3
WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IV
OFFICERS
SECTION 1
ELECTION. The Officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer, none of whom
need be Directors. Any person may hold two or more offices. The Board of
Directors may appoint a Chairman of the Board, Vice Chairman of the Board, one
or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.
SECTION 2
CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at meetings of
the Stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 3
VICE CHAIRMAN OF THE BOARD. The Vice Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
SECTION 4
PRESIDENT. The President shall be the Chief Executive Officer of the Corporation
and shall have active management of the business of the Corporation. He shall
execute on behalf of the Corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other Officer or agent of the
Corporation.
SECTION 5
VICE PRESIDENT. The Vice President shall act under the direction of the
President and in the absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The Board of Directors may designate one or more
Executive Vice Presidents or may otherwise specify the order of seniority of the
Vice Presidents. The duties and powers of the President shall descend to the
Vice Presidents in such specified order of seniority.
SECTION 6
SECRETARY. The Secretary shall act under the direction of the President. Subject
to the direction of the President he shall attend all meetings of the Board of
Directors and all meetings of the Stockholders and record the proceedings. He
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the Stockholders and
6
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the President or the Board of Directors.
SECTION 7
ASSISTANT SECRETARIES. The Assistant Secretaries shall act under the direction
of the President. In order of their seniority, unless otherwise determined by
the President or the Board of Directors, they shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary, They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
SECTION 8
TREASURER. The Treasurer shall act under the direction of the President. Subject
to the direction of the President he shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the President or the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.
SECTION 9
ASSISTANT TREASURERS. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
SECTION 10
COMPENSATION. The salaries and compensation of all Officers of the Corporation
shall be fixed by the Board of Directors.
SECTION 11
REMOVAL; RESIGNATION. The Officers of the Corporation shall hold office at the
pleasure of the Board of Directors. Any Officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation by death, resignation.
removal or otherwise shall be filled by the Board of Directors.
7
ARTICLE V
CAPITAL STOCK
SECTION 1
CERTIFICATES. Every Stockholder shall be entitled to have a certificate signed
by the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of Stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of Stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the Corporation shall issue to represent such Stock.
If a certificate is signed (1) by a transfer agent other than the Corporation or
its employees or (2) by a registrar other than the Corporation or its employees,
the signatures of the Officers of the Corporation may be facsimiles. In case any
Officer who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such Officer before such certificate is issued,
such certificate may be issued with the same effect as though the person had not
ceased to be such Officer. The seal of the Corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of Stock.
SECTION 2
SURRENDERED, LOST OR DESTROYED CERTIFICATES. The Board of Directors may direct a
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of Stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 3
REPLACEMENT CERTIFICATES. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the Corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 4
RECORD DATE. The Board of Directors may fix in advance a date not exceeding
sixty (60) days nor less than ten (10) days preceding the date of any meeting of
Stockholders, or the date for the payment of any distribution, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital Stock shall go into effect, or a date in connection with obtaining
the consent of Stockholders for any purpose, as a record date for the
determination of the Stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
distribution, or to give such consent, and in such case, such Stockholders, and
8
only such Stockholders as shall be Stockholders of record on the date so fixed,
shall be entitled to notice of and to vote at such meeting, or any adjournment
thereof, or to receive payment of such distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any Stock on the books of the
Corporation after any such record date fixed as aforesaid.
SECTION 5
REGISTERED OWNER. The Corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and distribution, and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1
REGISTERED OFFICE. The registered office of this Corporation shall be in Reno,
State of Nevada.
The Corporation may also have offices at such other places both within and
outside the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
SECTION 2
DISTRIBUTIONS. Distributions upon capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
Distributions may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.
SECTION 3
RESERVES. Before payment of any distribution, there may be set aside out of any
funds of the Corporation available for distributions such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing distributions or
for repairing or maintaining any property of the Corporation or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 4
CHECKS; NOTES. All checks or demands for money and notes of the Corporation
shall be signed by such Officer or Officers or such other person or persons as
the Board of Directors may from time to time designate.
SECTION 5
FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.
9
SECTION 6
CORPORATE SEAL. The Corporation may or may not have a corporate seal, as may
from time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE VII
INDEMNIFICATION
SECTION 1
INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS. Every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or Officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a Director or Officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general Corporation law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of Officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or Officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, Officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of Stockholders, provision
of law or otherwise, as well as their rights under this Article.
SECTION 2
INSURANCE. The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a Director or Officer
of the Corporation, or is or was serving at the request of the Corporation as a
Director or Officer of another Corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
SECTION 3
FURTHER BYLAWS. The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Nevada.
10
ARTICLE VIII
AMENDMENTS
SECTION 1
AMENDMENTS BY STOCKHOLDERS. The Bylaws may be amended by a majority vote of all
the Stock issued and outstanding and entitled to vote for the election of
Directors of the Stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
SECTION 2
AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors by a majority vote of
the whole Board at any meeting may amend these Bylaws, including Bylaws adopted
by the Stockholders, but the Stockholders may from time to time specify
particular provisions of the Bylaws, which shall not be amended by the Board of
Directors.
APPROVED AND ADOPTED this day of September 17, 2007.
/s/ Ibrahim Abotaleb
- ------------------------------
Ibrahim Abotaleb
Chief Executive Officer
CERTIFICATE
I hereby certify that I am the Secretary of Freight Management Corp., and that
the foregoing Bylaws, constitute the code of Bylaws of Freight Management Corp.,
as duly adopted by the Board of Directors of the Corporation on September 17,
2007.
DATED this 17th day of September, 2007.
/s/ Gerald Lewis
- --------------------------
Gerald Lewis
Secretary
11
EXHIBIT 5.1
LEGAL OPINION AND CONSENT OF COUNSEL
THE O'NEAL LAW FIRM, P.C.
14835 East Shea Boulevard
Suite 103, PMB 494
Fountain Hills, Arizona 85268
480-812-5058
888-353-8842 (fax)
TO: Board of Directors
Freight Management Corp.
RE: Registration Statement on Form SB-2
Gentlemen:
As counsel to Freight Management Corp., a Nevada corporation (the "Company"), we
have participated in the preparation of the Company's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the registration of 1,060,000
shares of the Company's $0.001 par value common stock. As counsel to the
Company, we have examined such corporate records, certificates and other
documents of the Company, and made inquiries of such officers of the Company, as
we have deemed necessary or appropriate for purposes of this opinion. We have
also examined the applicable laws of the State of Nevada, provisions of the
Nevada Constitution, and reported judicial decisions interpreting such laws.
Based upon such examinations, we are of the opinion that the shares of the
Company's common stock to be offered pursuant to the Registration Statement are
validly issued, fully paid and non-assessable shares of the shares of the common
stock of the Company.
We are admitted to practice law in the State of Arizona and we are not licensed
to practice law in the State of Nevada.
We hereby consent to the inclusion of this Opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters".
Sincerely,
/s/ THE O'NEAL LAW FIRM, P.C.
-----------------------------
Fountain Hills, Arizona
DATED: January 28, 2008
Exhibit 23.1
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the registrations statement on Form SB2 of Freight
Management Corp., of our report dated January 18, 2008 on our audit of the
financial statements of Freight Management Corp. as of December 31, 2007, and
the related statements of operations, stockholders' equity and cash flows
through December 31, 2007 and from inception September 17, 2007 through December
31, 2007, and the reference to us under the caption "Experts."
/s/ Moore & Associates, Chartered
- -------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 28, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7511 Fax (702) 253-7501
Exhibit 99.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
SUBSCRIPTION AGREEMENT
TO: FREIGHT MANAGEMENT CORP. (the "Company")
Suite 200 - 8275 South Eastern Avenue, Las Vegas, Nevada 89123
DATE: __________________________________________
1. SUBSCRIPTION FOR SHARES
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for
and agrees to purchase _____ _______ common shares in the capital of
the Company (the "Shares") at a price of US$0.05 per Share (such
subscription and agreement to purchase being the "Subscription"), for
the total purchase price of US$_____________(the "Subscription
Proceeds"), which is tendered herewith, on the basis of representations
and warranties and subject to the terms and conditions set forth
herein.
1.2 The Company hereby irrevocably agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions
set forth herein, to the Subscriber the Shares.
1.3 Subject to the terms hereof, the Subscription will be effective upon
its acceptance by the Company.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be
paid by bank draft or wire transfer, made payable to the Company.
2.2 The Subscriber acknowledges and agrees that this Subscription
Agreement, the Subscription Proceeds and any other documents delivered
in connection herewith will be held by the Company's lawyers on behalf
of the Company. In the event that this Subscription Agreement is not
accepted by the Company for whatever reason within 30 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds and any other
documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan
to the Company until such time as the Subscription is accepted and the
certificates representing the Shares have been issued to the
Subscriber.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company an
executed copy of this Subscription Agreement.
3.2 The Subscriber shall complete, sign and return to the Company as soon
as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities,
stock exchanges and applicable law.
4. CLOSING
4.1 Closing of the offering of the Shares (the "Closing") shall occur on or
before December 31, 2007 or on such other date as may be determined by
the Company (the "Closing Date").
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
a. none of the Shares have been or will be registered under the 1933
Act, or under any state securities or "blue sky" laws of any state
of the United States, and, unless so registered, may not be
offered or sold in the United States or, directly or indirectly,
to U.S. Persons, as that term is defined in Regulation S under the
1933 Act ("Regulation S"), except in accordance with the
provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the 1933 Act and in each case only in accordance with any
applicable state and provincial securities laws;
b. the Company has not undertaken, and will have no obligation, to
register any of the Shares under the 1933 Act or to qualify any of
the Shares under any state or provincial securities laws;
c. the Subscriber has received and carefully read this Subscription
Agreement;
d. the decision to execute this Subscription Agreement and purchase
the Shares agreed to be purchased hereunder has not been based
upon any oral or written representation as to fact or otherwise
made by or on behalf of the Company;
e. by execution hereof the Subscriber has waived the need for the
Company to communicate its acceptance of the purchase of the
Shares pursuant to this Subscription Agreement;
f. the Company is entitled to rely on the representations and
warranties of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from
any loss or damage it or they may suffer as a result of the
Subscriber's failure to correctly complete this Subscription
Agreement;
g. the Subscriber will indemnify and hold harmless the Company and,
where applicable, its respective directors, officers, employees,
agents, advisors and shareholders from and against any and all
loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or
defending against any claim, lawsuit, administrative proceeding or
investigation whether commenced or threatened) arising out of or
based upon any representation or warranty of the Subscriber
contained herein or in any document furnished by the Subscriber to
the Company in connection herewith being untrue in any material
respect or any breach or failure by the Subscriber to comply with
any covenant or agreement made by the Subscriber to the Company in
connection therewith;
h. the Subscriber has been advised to consult his own legal, tax and
other advisors with respect to the merits and risks of an
investment in the Shares and with respect to applicable resale
restrictions and he is solely responsible (and the Company is not
in any way responsible) for compliance with applicable resale
restrictions;
i. there is no market for the Shares, no market for the Shares may
ever exist and none of the Shares are listed on any stock exchange
or automated dealer quotation system and no representation has
been made to the Subscriber that any of the Shares will become
listed on any stock exchange or automated dealer quotation system;
j. neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of the
Shares;
k. no documents in connection with the sale of the Shares hereunder
have been reviewed by the SEC or any state securities
administrators;
l. there is no government or other insurance covering any of the
Shares;
m. the issuance and sale of the Shares to the Subscriber will not be
completed if it would be unlawful or if, in the discretion of the
Company acting reasonably, it is not in the best interests of the
Company;
n. the statutory and regulatory basis for the exemption claimed for
the offer and sale of the Shares, although in technical compliance
with Regulation S, would not be available if the offering is part
of a plan or scheme to evade the registration provisions of the
1933 Act; and
o. this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company.
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6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive
the Closing) that:
a. he is not a U.S. Person;
b. he is not acquiring the Shares for the account or benefit of,
directly or indirectly, any U.S. Person;
c. he is resident in the jurisdiction set out under the heading "Name
and Address of Subscriber" on the signature page of this
Subscription Agreement and the sale of the Shares to the
Subscriber as contemplated in this Subscription Agreement complies
with or is exempt from the applicable securities legislation of
the jurisdiction of residence of the Subscriber;
d. he is purchasing the Shares as principal for investment purposes
only and not with a view to resale or distribution and, in
particular, he has no intention to distribute, either directly or
indirectly, any of the Shares in the United States or to U.S.
Persons;
e. he is outside the United States when receiving and executing this
Subscription Agreement;
f. he is aware that an investment in the Company is speculative and
involves certain risks, including the possible loss of the entire
investment;
g. he has made an independent examination and investigation of an
investment in the Shares and the Company and has depended on the
advice of his legal and financial advisors and agrees that the
Company will not be responsible in any way whatsoever for the
Subscriber's decision to invest in the Shares and the Company;
h. he (i) has adequate net worth and means of providing for his
current financial needs and possible personal contingencies, (ii)
has no need for liquidity in this investment, and (iii) is able to
bear the economic risks of an investment in the Shares for an
indefinite period of time;
i. he (i) is able to fend for himself in the Subscription; (ii) has
such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of his investment
in the Shares and the Company; and (iii) has the ability to bear
the economic risks of his prospective investment and can afford
the complete loss of such investment;
j. he understands and agrees that the Company and others will rely
upon the truth and accuracy of the acknowledgements,
representations and agreements contained in this Subscription
Agreement and agrees that if any of such acknowledgements,
representations and agreements are no longer accurate or have been
breached, he shall promptly notify the Company;
k. he has duly executed and delivered this Subscription Agreement and
it constitutes a valid and binding agreement of the Subscriber
enforceable against the Subscriber in accordance with its terms;
l. he is not an underwriter of, or dealer in, the common shares of
the Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Shares;
m. he understands and agrees that none of the Shares have been
registered under the 1933 Act, or under any state securities or
"blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons except in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only in
accordance with applicable state and provincial securities laws;
n. he understands and agrees that offers and sales of any of the
Shares prior to the expiration of a period of one year after the
date of original issuance of the Shares (the one year period
hereinafter referred to as the "Distribution Compliance Period")
shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions
of the 1933 Act or an exemption therefrom, and that all offers and
sales after the Restricted Period shall be made only in compliance
with the registration provisions of the 1933 Act or an exemption
therefrom;
o. he understands and agrees not to engage in any hedging
transactions involving any of the Shares unless such transactions
are in compliance with the provisions of the 1933 Act;
p. he understands and agrees that the Company will refuse to register
any transfer of the Shares not made in accordance with the
provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act or pursuant to an available exemption
from the registration requirements of the 1933 Act;
q. if he is acquiring the Shares as a fiduciary or agent for one or
more investor accounts, he has sole investment discretion with
3
respect to each such account and he has full power to make the
foregoing acknowledgments, representations and agreements on
behalf of such account;
r. he acknowledges that he has not acquired the Shares as a result
of, and will not himself engage in, any "directed selling efforts"
(as defined in Regulation S under the 1933 Act) in the United
States in respect of any of the Shares which would include any
activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Shares; provided,
however, that the Subscriber may sell or otherwise dispose of any
of the Shares pursuant to registration of any of the Shares
pursuant to the 1933 Act and any applicable state securities laws
or under an exemption from such registration requirements and as
otherwise provided herein;
s. the Subscriber is not aware of any advertisement of any of the
Shares and is not acquiring the Shares as a result of any form of
general solicitation or general advertising including
advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast
over radio or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general
advertising; and
t. no person has made to the Subscriber any written or oral
representations:
i. that any person will resell or repurchase any of the Shares;
ii. that any person will refund the purchase price of any of the
Shares;
iii. as to the future price or value of any of the Shares; or
iv. that any of the Shares will be listed and posted for trading
on any stock exchange or automated dealer quotation system
or that application has been made to list and post any of
the Shares of the Company on any stock exchange or automated
dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1 The Subscriber acknowledges that the representations and warranties
contained herein are made by him with the intention that such
representations and warranties may be relied upon by the Company and
its legal counsel in determining the Subscriber's eligibility to
purchase the Shares under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf he is contracting
hereunder to purchase the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Shares on the Closing Date, he
will be representing and warranting that the representations and
warranties contained herein are true and correct as at the Closing Date
with the same force and effect as if they had been made by the
Subscriber on the Closing Date and that they will survive the purchase
by the Subscriber of Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Shares.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of the Shares will be
subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or proposed transferee. The Subscriber
acknowledges that the Shares have not been registered under the 1933
Act of the securities laws of any state of the United States and that
the Company does not intend to register same under the 1933 Act, or the
securities laws of any such state and has no obligation to do so. The
Shares may not be offered or sold in the United States unless
registered in accordance with United States federal securities laws and
all applicable state securities laws or exemptions from such
registration requirements are available.
9. ACKNOWLEDGEMENT AND WAIVER
9.1 The Subscriber has acknowledged that the decision to purchase the
Shares was solely made on the basis of publicly available information.
The Subscriber hereby waives, to the fullest extent permitted by law,
any rights of withdrawal, rescission or compensation for damages to
which the Subscriber might be entitled in connection with the
distribution of any of the Shares.
10. LEGENDING AND REGISTRATION OF SUBJECT SHARES
10.1 The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the
Shares represented by such certificates are subject to a hold period
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and may not be traded until the expiry of such hold period except as
permitted by applicable securities legislation.
10.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
11. COSTS
11.1 The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of
the Shares shall be borne by the Subscriber.
12. GOVERNING LAW
12.1 This Subscription Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is
acting, irrevocably attorns to the jurisdiction of the State of Nevada.
13. SURVIVAL
13.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the
parties hereto notwithstanding the completion of the purchase of the
Shares by the Subscriber pursuant hereto.
14. ASSIGNMENT
14.1 This Subscription Agreement is not transferable or assignable.
15. EXECUTION
15.1 The Company shall be entitled to rely on delivery by facsimile machine
of an executed copy of this Subscription Agreement and acceptance by
the Company of such facsimile copy shall be equally effective to create
a valid and binding agreement between the Subscriber and the Company in
accordance with the terms hereof.
16. SEVERABILITY
16.1 The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Subscription
Agreement.
17. ENTIRE AGREEMENT
17.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided
for herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Shares and there
are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the
Company or by anyone else.
18. NOTICES
18.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 6 and notices to the Company shall be
directed to it at FREIGHT MANAGEMENT CORP. Suite 200 - 8275 South
Eastern Avenue, Las Vegas, Nevada 89123 Attention: The President.
19. COUNTERPARTS
19.1 This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall
constitute an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date first mentioned above.
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DELIVERY INSTRUCTIONS
Delivery - please deliver the certificates to:
- --------------------------------------------------------------------------------
(name)
- --------------------------------------------------------------------------------
(address)
Registration - registration of the certificates delivered at closing should be
made as follows:
- --------------------------------------------------------------------------------
(name)
- --------------------------------------------------------------------------------
(address)
The undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber's purchase of the Shares
as may be required for filing with the appropriate securities commissions and
regulatory authorities.
- --------------------------------------
(Signature and, if applicable, Office)
- --------------------------------------
(Address of Subscriber)
- --------------------------------------
(City, Province/State)
- --------------------------------------
(Country, Postal Code)
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by FREIGHT MANAGEMENT CORP.
DATED at _____________________________________, the _____ day of _______________
2007.
FREIGHT MANAGEMENT CORP.
Per: ____________________________________________
Authorized Signatory
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