Washington, D.C.
From 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SOCCER CONCEPTS, INC.
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(Name of Small Business Issuer in this charter)
FLORIDA 65-0723705
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1428 BRICKELL AVENUE, 8TH FLOOR, MIAMI, FLORIDA 33131
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number: (305) 372-3322
Securities to be registered under Section 12(b) of the Act:
NONE
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Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Company was originally incorporated to operate a soccer franchise, but
that undertaking proved unsuccessful. For the last 12 years, the Company has
been inactive. In the last year, the only activities have been directed at
developing a new business plan. The Company has not commenced any commercial
operations. The Company has no full-time employees and owns no real estate.
The Company has elected to file this Form 10-SB registration statement on a
voluntary basis in order to become a reporting company under the Securities
Exchange Act of 1934. The Company's business plan is to seek, investigate, and,
if warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has very limited capital, and it is
unlikely that the Company will be able to take advantage of more than one such
business opportunity. The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earning.
At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition. The Company's sole
officer and director has previously been involved in several transactions
involving mergers between an established company and a non active entity, and he
has numerous contacts within the field of corporate finance. However, none of
these contacts or discussions involved the possibility of a merger or
acquisition transaction with the Company.
Prior to the effective date of this registration statement, it is
anticipated that the Company's sole officer and director named herein will
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence
and to determine if any companies or businesses they represent have a general
interest in considering a merger or acquisition with the Company. No direct
discussions regarding the possibility of a merger with the Company are expected
to occur until after the effective date of this registration statement. However,
no assurance can be given that the Company will be successful in finding or
acquiring a
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desirable business opportunity, given the limited funds that are expected to be
available for acquisitions, or that any acquisition that occurs will be on terms
that are favorable to the Company or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
(See "Investigation and Selection of Business Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) either be
in the process of formation or, be recently organized with limited operating
history, or a history of losses attributable to under-capitalization or other
factors; (ii) be experiencing financial or operating difficulties; (iii) be in
need of funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept; or (v)
have a combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued or that it believes may realize a
substantial benefit from being publicly owned. Given the above factors,
investors should expect that any acquisition candidate may have little or no
operating history, or a history of losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
As a consequence of this registration of its securities, any entity which
has an interest in being acquired by, or merging into the Company, is expected
to be an entity that desires to become a public company and establish a public
trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholder of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholder, the transaction is very
likely to be a private transaction rather than a public distribution of
securities, but is also likely to result in substantial gains to him relative to
his purchase price for such stock.
Depending upon the nature of the transaction, the current sole
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officer and director of the Company may resign his management positions with the
Company in connection with a change in control of the Company or its acquisition
of a business opportunity (See "Form of Acquisition," below, and "Risk Factors -
The Company Lack of Continuity in Management"). In the event of such a
resignation, the Company's current management would not have any control over
the conduct of the Company's business following the change in control of the
Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its sole officer and director, its
other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its sole officer or
director is currently affiliated. Should the Company determine in the future,
contrary to the foregoing expectations, that a transaction with an affiliate
would be in the best interests of the Company and its stockholders, the Company
is in general permitted by Florida law to enter into such a transaction.
INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, the Company will
incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and the company may not be
profitable when acquired.
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It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.
The analysis of business opportunities will be undertaken by or under the
supervision of the Company's sole officer and director, who is not a
professional business analyst (See "Management"). Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the investigation and selection of business opportunities, and might pay a
finder's fee. Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or regarding the total amount
of fees that may be paid. However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash. Otherwise, the Company anticipates that it will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming sufficient
to enable the securities of
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the Company to qualify for listing on an exchange or on a national
automated securities quotation system, such as NASDAQ, so as to permit
the trading of such securities to be exempt from the requirements of
Rule 15c2-6 adopted by the Securities and exchange Commission (See
"Risk Factors - The Company - Regulation of Penny Stocks").
(4) Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations, through the
sale of additional securities, through joint ventures or similar
arrangements, or from other sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar
size and experience within the industry segment as well as within the
industry as a whole;
(7) Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
(8) The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required
items.
In regard to the possibility that the shares of the Company would qualify
for listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have gross assets of at
least $4,000,000 and net assets of at least $2,000,000, and the NASD has made a
proposal to increase the requirements to $6,000,000 of gross assets and
$3,000,000 of net assets. Many, and perhaps most, of the business opportunities
that might be potential candidates for a combination with the Company would not
satisfy the NASDAQ listing
No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation an
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business
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analysis, the Company may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.
Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.
As part of the Company's investigation, the Company's president may meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.
It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
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the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.
FORM OF ACQUISITION
It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock. Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called "tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company of a
controlling interest (i.e. 80% or more) of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's current
stockholders would retain in the aggregate 20% or less of the total issued and
outstanding shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current sole office, director and principal
shareholders. (See "Description of Business - General").
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It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its principal
shareholder will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement. Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind any of the parties to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of
an acquisition is probable. Neither the Company nor any of the other parties to
the letter of intent will be bound to consummate the acquisition unless and
until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should any party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.
INVESTMENT COMPANY ACT AND OTHER REGULATION
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The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.
Any securities which the Company might acquire in exchange for its Common
Stock will be "restricted securities" within the meaning of the Securities Act
of 1933, as amended (the "Act"). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the Securities and Exchange Commission or an exemption
from registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a public distribution by persons other than the issuer,
would in all likelihood be available to permit a private sale. Although the plan
of operation does not contemplate resale of securities acquired, if such a sale
were to be necessary, the Company would be required to comply with the
provisions of the Act to effect such resale.
An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.
COMPETITION
The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public companies, many of which may have more funds available than
does the Company.
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ADMINISTRATIVE OFFICES
The Company currently maintains a mailing address at 1428 Brickell Avenue,
8th Floor, Miami, Florida 33131, which is the office address of its President.
The Company's telephone number there is (305)372-3322. Other than this mailing
address, the Company does not currently maintain any other office facilities,
and does not anticipate the need for maintaining office facilities at any time
in the foreseeable future. The Company pays no rent or other fees for the use of
this mailing address.
EMPLOYEES
The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.
RISK FACTORS
1. CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its sole officer and director. He has other business interests to
which they currently devote attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through their
exercise of judgment in a manner which is consistent with their fiduciary duties
to the Company. See "Management," and "Conflicts of Interest."
It is anticipated that the Company's principal shareholder may actively
negotiate or otherwise consent to the purchase of a portion of his common stock
as a condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company's principal shareholder may consider
his own personal pecuniary benefit rather than the best interests of other
Company shareholders, and the other Company shareholders are not expected to be
afforded the opportunity to approve or consent to any particular stock buy-out
transaction. See "Conflicts of Interest."
2. POSSIBLE NEED FOR ADDITIONAL FINANCING. The Company has very limited
funds, and such funds may not be adequate to take advantage of any available
business opportunities. Even if the Company's funds prove to be sufficient to
acquire an interest in, or complete a transaction with, a business opportunity,
the Company may not have enough capital to exploit the opportunity. The
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ultimate success of the Company may depend upon its ability to raise additional
capital. The Company has not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.
3. REGULATION OF PENNY STOCKS. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefor.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934,
as amended. Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the Company and to its
securities. The rules may further affect the ability of owners of Shares to sell
the securities of the Company in any market that might develop for them.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired
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level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company's securities.
4. NO OPERATING HISTORY. The Company was formed in 1980 and has no
operating history, revenues from operations, or assets other than a limited
amount of cash. The Company faces all of the risks of a new business and the
special risks inherent in the investigation, acquisition, or involvement in a
new business opportunity. The Company must be regarded as a new or "start-up"
venture with all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.
5. NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
Common Stock will be increased thereby.
6. POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful. See
Item 1 "Description of Business."
7. TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may be
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other parties
whose primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
8. IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited
funds and the lack of full-time management will
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likely make it impracticable to conduct a complete and exhaustive investigation
and analysis of a business opportunity before the Company commits its capital or
other resources thereto. Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if the Company had more funds available to it, would be
desirable. The Company will be particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or others associated with
the business opportunity seeking the Company's participation. A significant
portion of the Company's available funds may be expended for investigative
expenses and other expenses related to preliminary aspects of completing an
acquisition transaction, whether or not an business opportunity investigated is
eventually acquired.
9. LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
10. POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS. The Company
generally will require audited financial statements from companies that it
proposes to acquire. No assurance can be given, however, that audited financials
will be available to the Company. In cases where audited financials are
unavailable, the Company will have to rely upon unaudited information received
from target companies' management that has not been verified by outside
auditors. The lack of the type of independent verification which audited
financial statements would provide, increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have the benefit
of full and accurate information about the financial condition and operating
history of the target company. This risk increases the prospect that the
acquisition of such a company might prove to be an unfavorable one for the
Company or the holders of the Company's securities.
Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as te reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an
13
<PAGE>
entity for which audited financial statements prove to be unobtainable, the
Company would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action are likely to
have material, adverse consequences for the Company and its business. The
imposition of administrative sanctions would subject the Company to further
adverse consequences.
In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange. Moreover, the lack of such
financial statements is likely to discourage broker-dealers from becoming or
continuing to serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be unable to
offer securities under a registration statement pursuant to the Securities Act
of 1933, and the ability of the Company to raise capital would be significantly
limited until such financial statements were to become available.
11. OTHER REGULATION. An acquisition made by the Company may be of a
business that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.
12. DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The
Company will be heavily dependent upon the skills, talents, and abilities of its
sole officer and director to implement its business plan, and may, from time to
time, find that the inability of such persons to devote their full time
attention to the business of the Company results in a delay in progress toward
implementing its business plan. Furthermore, the Company will be entirely
dependent upon the experience of its sole officer and director in seeking,
investigating, and acquiring a business and in making decisions regarding the
Company's operations. See "Management." Because investors will not be able to
evaluate the merits of possible business acquisitions by the Company, they
should critically assess the information concerning the Company's sole officer
and director.
13. LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an
employment agreement with any of its sole officer and director, and as a result,
there is no assurance that they will continue to manage the Company in the
future. In connection with acquisition of a business opportunity, it is likely
the current officers and directors of the Company may resign. A decision to
14
<PAGE>
resign will be based upon the identity of the business opportunity and the
nature of the transaction, and is likely to occur without the vote or consent of
the stockholders of the Company.
14. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Articles of
Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. The
Company will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such person's promise to repay the Company
therefor if it is ultimately determined that any such person shall not have been
entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it ill be unable to recoup.
15. DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience
of its sole officer and director, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company's
officers without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the Company considers
it necessary to hire outside advisors, they may elect to hire persons who are
affiliates, if they are able to provide the required services.
16. LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of
a business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
17. COMPETITION. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at a
disadvantage when competing with many firms that have substantially greater
financial and management resources and
15
<PAGE>
capabilities than the Company. These competitive conditions will exist in any
industry in which the Company may become interested.
18. NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.
19. LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would is sue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but unissued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to the acquired company's stockholders.
20. NO PUBLIC MARKET EXISTS. There is no public market for the Company's
common stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firs may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.
21. BLUE SKY CONSIDERATIONS. Because the securities registered hereunder
have not been registered for resale under the blue sky laws of any state, the
holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be
significant state blue-sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. Accordingly,
investors should consider the secondary market for the Company's securities to
be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
16
<PAGE>
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds in the amount of
$10,000 from a loan by its principal shareholder. Consequently, the Company's
balance sheet for the period of ended June 30, 1997 reflects a current asset
value of $10,000.
The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.
RESULTS OF OPERATIONS
During the period from inception through June 30, 1997, the Company has
engaged in no significant operations other than organizational activities,
acquisition of capital and preparation for registration of its securities under
the Securities Exchange Act of 1934, as amended. No revenues were received by
the Company during this period.
For the current fiscal year, the Company anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.
NEED FOR ADDITIONAL FINANCING
The Company believes that its existing capital will be sufficient to meet
the Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for a
period of approximately one year. Accordingly, in the event the Company is able
to complete a business combination during this period, it anticipates that its
existing capital will be sufficient to allow it to accomplish the goal of
completing a business combination. There is no assurance, however, that the
available funds will ultimately prove to be adequate to allow it to complete a
business combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase substantially.
No commitments to provide additional funds have been made by management or
other stockholders, and the Company has no plans,
17
<PAGE>
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. In the event the
Company does elect to raise additional capital prior to location of a merger or
acquisition candidate, it expect to do so through the private placement of
restricted securities rather than through a public offering. The Company does
not currently contemplate making a Regulation S offering.
Irrespective of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash. For information as
to the Company's policy in regard to payment for consulting services, see
"Certain Relationships and Transactions."
Item 3. DESCRIPTION OF PROPERTY.
The Company currently maintains a mailing address at 1428 Brickell Avenue,
8th Floor, Miami, FL 33131, which is the address of its President. The Company
pays no rent for the use of this mailing address. The Company does not believe
that it will need to maintain an office at any time in the foreseeable future in
order to carry out its plan of operations described herein. The Company's
telephone number is (305) 372-3322.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of July 15, 1997 there were 1,100,000 shares of the Company's common
stock issued and outstanding, which such shares represent the only equity class
of the Company's securities presently issued and outstanding. The following
table sets forth information regarding beneficial ownership of the Company's
common stock as of that date by (i) each person who is known by the Company to
own beneficially own more than 5% of the Company's common stock, (ii) each of
the Company's directors and (iii) all directors and officers of the Company as a
group.
% OF
NUMBER OF SHARES CLASS
NAME AND ADDRESS OWNED BENEFICIALLY OWNED
- ---------------- ------------------ -----
Eric P. Littman 1,000,000 91%
1428 Brickell Avenue
Miami, FL 33131
18
<PAGE>
Officers and Directors
as a group (1 person) 1,000,000 91%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following person is the only current officer and director of the
Company. All directors of the Company hold office until the next annual meeting
of shareholders and until their successors have been elected and qualified. The
officers of the Company are elected by the Board of Directors and serve at the
pleasure of the Board. At present, the Company has no executive, audit,
compensation or other standing committee and there are no family relationships
between any director of the Company and any other directors or officer.
POSITION WITH
NAME AGE THE COMPANY
---- --- -----------
Eric P. Littman 43 Director, President
ERIC P. LITTMAN Mr. Littman is the Company's sole officer and director of
the Company. Mr. Littman is an attorney admitted to practice in the state of
Florida. He has been in private practice since 1980, From 1984 to 1994, he was a
partner in the law firm of Berley & Littman, P.A., and from 1994 to the present,
he has practiced as a solo practitioner. Both his former and present law firm
were located in Miami, Florida.
The directors named above will serve until the first annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to
continue to elect the current directors to the Company's board. There are also
no arrangements, agreements or understandings between non-management
shareholders and management under which non- management shareholders may
directly or indirectly participate in or influence the management of the
Company's affairs.
19
<PAGE>
The directors and officers will devote their time to the Company's affairs
on an "as needed" basis, which, depending on the circumstances, could amount to
as little as two hours per month, or more than forty hours per month, but more
than likely will fall within the range of five to ten hours per month. There are
no agreements or understandings for any officer or director to resign at the
request of another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.
CONFLICTS OF INTEREST
None of the officers of the Company will devote more than a portion of his
time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No officer, director, promoter, or affiliate of the Company has or proposes
to have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company has adopted a policy under which any consulting or finder's fee
that may be paid to a third party for consulting services to assist management
in evaluating a prospective business opportunity would be paid in stock or in
cash. Any such issuance of stock would be made on an ad hoc basis. Accordingly,
the Company is unable to predict whether or in what amount such a stock issuance
might be made.
It is not currently anticipated that any salary, consulting fee, or
finder's fee shall be paid to any of the Company's director or executive
officer, or to any other affiliate of the Company except as described under
"Executive Compensation" above.
The Company maintains its offices at the residence of its President, for
which it pays no rent, and for which it does not anticipate paying rent in the
future. The Company anticipates that following the consummation of a business
combination with an acquisition candidate, the Company's office will be moved,
but cannot predict future office or facility arrangements with officers,
directors or affiliates of the Company.
ITEM 6. EXECUTIVE COMPENSATION.
20
<PAGE>
No officer or director has received any other remuneration. Until the
Company acquires additional capital, it is not intended that any officer or
director will receive compensation from the Company other than reimbursement for
out-of-pocket expenses incurred on behalf of the Company. The Company has no
stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of Common Stock. Each record holder of Common Stock is
entitled to one vote for each share held on all matters properly submitted to
the stockholders for their vote. Cumulative voting for the election of directors
is not permitted by the Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued, the
relative interests of then existing stockholder may be diluted.
TRANSFER AGENT
As of the date hereof, the Company is serving as its own Transfer Agent.
Upon such time as this Registration Statement is declared effective, the Company
intends to engage Interwest Transfer Company, Inc., 1981 East 4800 South, Suite
100, Salt Lake City, UT 84117
REPORTS TO STOCKHOLDERS
The Company plans to furnish its stockholders with an annual report for
each fiscal year ending December 31 containing financial statements audited by
its independent certified public accountants.
21
<PAGE>
In the event the Company enters into a business combination with another
company, it is the present intention of management to continue furnishing annual
reports to stockholders. Additionally, the Company may, in its sole discretion,
issue unaudited quarterly or other interim reports to its stockholders when it
deems appropriate. The Company intends to comply with the periodic reporting
requirements of the Securities Exchange Act of 1934.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
There is currently no public market for the Company's securities. There are
currently approximately 31 holders of record of the Company's common stock.
DIVIDEND POLICY
The Company has never paid dividends on its stock. At the present time, the
Company does not anticipate paying dividends on its common stock in the
foreseeable future and intends to devote any earnings to the development of the
Company's business. The payment of any dividends in the future rests within the
discretion of the Boards of Directors.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Not applicable.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Not applicable.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and the Bylaws of the Company, filed as
Exhibits 3.1 and 3.2, respectively, provide that the
22
<PAGE>
Company will indemnify its officers and directors for costs and expenses
incurred in connection with the defense of actions, suits, or proceedings where
the officer or director acted in good faith and in a manner he reasonably
believed to be in the Company's best interest and is a party by reason of his
status as an officer or director, absent a finding of negligence or misconduct
in the performance of duty.
PART III
The following financial statements are included herein:
DESCRIPTION PAGE NUMBER
Audited Balance Sheet at
June 30, 1997, December 31, 1996
and December 31, 1995.
Statement of Operations for
January 1, 1997 to June 30, 1997;
Year ended December 31, 1996, 1995
Statement of Stockholder's Equity
for the period ending June 30,1997.
Statement of Cash Flows for
January 1, 1997 to June 30, 1997;
Year ended December 31, 1996, 1995
Notes to Financial Statement
Report of Independent Accountant
PART III
Item I. Index to Exhibits.
3.1 Articles of Incorporation.
3.2 By-laws,
Item 2. Description of Exhibits.
A description of the exhibits is contained in Item 1 of this
23
<PAGE>
Part III.
SIGNATURES
In accordance with Section 12 of Securities Exchange Act of 1934, the
Registrant caused this registrant statement to be signed on its behalf by the
undersigned, thereto dully authorized.
/s/ ERIC P. LITTMAN
Date: August 1, 1997 By:--------------------------------
Eric P. Littman, President
24
<PAGE>
TABLE OF CONTENTS
PAGE
----
INDEPENDENT AUDITORS' REPORT ........................................ F-1
ASSETS .............................................................. F-2
LIABILITIES AND STOCKHOLDERS' EQUITY ................................ F-3
STATEMENT OF OPERATIONS ............................................. F-4
STATEMENT OF STOCKHOLDERS' EQUITY ................................... F-5
STATEMENT OF CASH FLOWS ............................................. F-6
NOTES TO FINANCIAL STATEMENTS ....................................... F-7-8
<PAGE>
BARRY L. FRIEDMAN, P.C.
CERTIFIED PUBLIC ACCOUNTANT
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors July 22, 1997
Soccer Concepts, Inc.
Miami, Florida
I have audited the accompanying Balance Sheets of Soccer Concepts, Inc.
(A Development Stage Company), as of June 30, 1997, December 31, 1996 and
December 31, 1995, and the related statements of operations, stockholders'
equity and cash flows for period January 1, 1997 to June 30, 1997 and the two
years ended December 31, 1996 and December 31, 1995. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Soccer Concepts, Inc. (A
Development Stage Company) as of June 30, 1997, December 31, 1996 and December
31, 1995, and the results of its operations and cash flows - for the period
January 1, 1997 to June 30, 1997 and the two years ended December 31, 1996 and
December 31, 1995, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to
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/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
JUNE DECEMBER DECEMBER
30, 1997 31, 1996 31, 1995
-------- -------- --------
CURRENT ASSETS: $ 10,000 $ 0 $ 0
-------- -------- --------
TOTAL CURRENT ASSETS $ 10,000 $ 0 $ 0
-------- -------- --------
OTHER ASSETS: $ 0 $ 0 $ 0
-------- -------- --------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL ASSETS $ 10,000 $ 0 $ 0
======== ======== ========
See accompanying notes to financial statements.
F-2
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
JUNE DECEMBER DECEMBER
30, 1997 31, 1996 31, 1995
-------- -------- --------
CURRENT LIABILITIES:
Officers Loans (Note #6) $ 12,188 $ 0 $ 0
--------- -------- --------
TOTAL CURRENT LIABILITIES $ 12,188 $ 0 $ 0
--------- -------- --------
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $1.00 par
value, authorized
7,500 shares; issued
and outstanding at
December 31, 1995-5,000 shs $ 5,000
December 31, 1996-5,000 shs $ 5,000
Common stock, $.001 par
value, authorized
50,000,000 shares; issued
and outstanding at
May 31, 1997-1,000,000 shs $ 1,000
Additional paid in Capital 4,000 0 0
Accumulated loss -7,188 -5,000 -5,000
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY $ -2,188 $ 0 $ 0
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 10,000 $ 0 $ 0
======== ======== ========
See accompanying notes to financial statements.
F-3
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
Jan. 1, Year Year Oct. 21, 1980
1997 to Ended Ended (inception)
June 30, Dec. 31, Dec. 31, June 30,
1997 1996 1995 1997
---------- --------- ---------- -------------
INCOME: $ 0 $ 0 $ 0 $ 0
---------- --------- ---------- ----------
EXPENSES:
General and
Administrative $ 2,188 $ 0 $ 0 $ 7,188
---------- --------- ---------- ----------
Total Expenses $ 2,188 $ 0 $ 0 $ 7,188
---------- --------- ---------- ----------
Net Profit/Loss(-) $ 2,188 $ 0 $ 0 $ -7,188
========== ========= ========== ==========
Net Profit/Loss(-)
per weighted
share (Note 1) $ -.0022 $ .0000 $ .0000 $ -.0072
========== ========= ========== ==========
Weighted average
shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
========== ========= ========== ==========
See accompanying notes to financial statements.
F-4
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Common Stock Additional Accumu-
------------ paid-in lated
Shares Amount capital Deficit
------ ------ ---------- -------
Balance,
December 31, 1994 5,000 $ 5,000 $ 0 $ -5,000
Net Income/ Loss
year ended
December 31, 1995 0
--------- ------- ---------- --------
Balance,
December 31, 1995 5,000 $ 5,000 $ 0 $ -5,000
Net Income/ Loss
year ended
December 31, 1996 0
--------- ------- ---------- --------
Balance,
December 31, 1996 5,000 $ 5,000 $ 0 $ -5,000
January 21, 1997
changed from $1.00
par value to $.001
par value (Note 1) -4,995 +4,995
January 21, 1997
forward stock
split 200:1
(Note 1) 995,000 + 995 - 995
Net loss January
1, 1997 to June
30, 1997 -2,188
--------- ------- ---------- --------
Balance,
June 30, 1997 1,000,000 $ 1,000 $ 4,000 $ -7,188
========= ======= ========== ========
See accompanying notes to financial statements.
F-5
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
JAN. 1, YEAR YEAR OCT. 21, 1980
1997 TO ENDED ENDED (INCEPTION)
JUNE 30, DEC. 31, DEC. 31, JUNE 30,
1997 1996 1995 1997
-------- -------- -------- -------------
Cash Flows from
Operating Activities:
Net Loss $ -2,188 $0 $0 $ -7,188
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
liabilities: +12,188 0 0 +12,188
-------- -- -- --------
Net cash used in
operating activities $+10,000 $0 $0 $ +5,000
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
Stock 0 0 0 +5,000
-------- -- -- --------
Net Increase (decrease)
in cash $+10,000 $0 $0 $+10,000
Cash, beginning of
period 0 0 0 0
-------- -- -- --------
Cash, end of
period June 30, 1997 $ 10,000 $0 $0 $ 10,000
======== == == ========
See accompanying notes to financial statements.
F-6
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1997, December 31, 1996, and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 21, 1980 under the laws of the State of
Florida, as Soccer Concepts, Inc., for the purpose of any lawful business.
On October 28, 1980, the company issued 5,000 shares of its $1.00 par value
common stock for $5,000.
By January 1, 1982, the Company had ceased all operations. In accordance
with SFAS #7, the Company is considered a development stage company.
On January 21, 1997, the Company voted to restate its Articles of
Incorporation, which changed the $1.00 par value common shares to a par value of
$.001 each. Also the Company increased its capitalization from 7,500 common
shares to 50,000,000 common shares.
Also, on January 21, 1997, the Company forward split its common stock
200:1, thus increasing the number of outstanding common stock shares from 5,000
to 1,000,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
The Company has had no operations since 1982 and is considered a
development stage company. Accounting policies and procedures have not been
determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
F-7
<PAGE>
SOCCER CONCEPTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CON'T)
June 30, 1997, December 31, 1996, and December 31, 1995
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. 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.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - OFFICERS LOANS
The president of the Company has advanced funds to the Company for its use
in the near future carrying no interest.
F-8
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
3.1 Articles of Incorporation
3.2 By-laws,
27 Financial Data Schedule
EXHIBIT 3.1
F I L E D
OCT 21 321 PM '80
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF INCORPORATION
OF
SOCCER CONCEPTS, INC.
BARRY I. KAPLAN, the undersigned incorporator, hereby makes, subscribes and
acknowledges and files with the Secretary of State of the State of Florida,
these Articles of Incorporation for the purpose of forming a corporation for
profit in accordance with the laws of the State of Florida.
ARTICLE I
NAME
The name of this corporation shall be:
SOCCER CONCEPTS, INC.
ARTICLE II
DURATION
The duration of this corporation is perpetual.
ARTICLE III
PURPOSES
The general nature of the business or businesses to be conducted by this
corporation, together with and in addition to those powers conferred by the laws
of the State of Florida upon corporations organized under and by virtue of the
laws of Florida, shall be as follows:
(1) To provide consulting and coaching services, technical and tactical
assistance with regard to the promotion and development of soccer and soccer
skills to individuals, teams, leagues and other entities both within and without
the State of Florida and the United States.
(2) To buy, sell, option, deal in, lease, hold or improve real estate and
the fixtures and personal property incident thereto and connected therewith, and
with that end in view, to acquire by purchase, lease, hire or otherwise, lands
tenements, heredita-
<PAGE>
ments, or any interest therein and to improve the property of the corporation,
and to sell, lease, mortgage, rent, pledge, or otherwise dispose of the lands,
tenements, hereditaments or other property of the corporation.
(3) To buy, sell, discount and rediscount notes, drafts, bills of exchange,
stocks, bonds, securities and choses of action of all kinds, both as principal
and as agent, to also buy and sell liens on real and personal property, and to
lend money and accept as security therefor liens or pledges of real and personal
property, to also act as agent or trustee of persons and corporations in any
and all other matters which can be solicited, negotiated, operated and carried
on by an agent.
(4) To purchase and sell for itself personal property, stocks, bonds,
warrants, and notes and to negotiate loans thereon; to acquire, enjoy, purchase,
hold, sell and transfer the shares of stock of any corporation incorporated
under the laws of the State of Florida or any other state of the United States
or qualified to do business in any other state of the United States, or
subsequently belonging to the United Nations or qualified to do business in any
such nation. To purchase, hold, sell, and transfer shares of its own capital
stock provided this corporation shall not purchase its own shares of stock
except from the surplus of its assets over its liabilities, including capital;
and provided further that shares of its own capital stock owned by the
corporation shall not be voted upon directly or indirectly nor counted as
outstanding for the purpose of any stockholders' quorum or vote.
(5) To act as fiscal agent for others, to lend money on notes, bonds,
mortgages and commercial securities of all kinds, and while the owner of stock
in a corporation, to exercise all the rights of a stockholder therein, to
borrow money and secure the payment of same by notes, bonds, drafts or other
evidence of indebtedness; to endorse and guarantee the payment of notes and
mortgages, and all kinds of indebtedness, and to pledge and mortgage any or all
of its
-2-
<PAGE>
real estate and personal property for the payment of its own debts or for the
debts of others guaranteed by it.
(6) To borrow money and contract debts necessary for the transaction of its
corporate rights, privileges or franchises, or for any other lawful purpose of
its incorporators, to issue bonds, promissory notes, bills of exchange,
debentures or other obligations and evidences of indebtedness payable at a
specific time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise or unsecured, for
money borrowed or in payment of property purchased or acquired or any other
lawful objects.
(7) To acquire, enjoy, utilize and dispose of patents, copyrights,
trademarks and licenses or other rights or interests therein and thereunder and
to manufacture, sell and distribute at wholesale or retail all such articles
covered by any such patents, copyrights or trademarks.
(8) To apply and qualify to carry on the general nature of business or
businesses as authorized by this corporate charter and/or any amendments hereto
in any state of the United States of America.
(9) To do all and everything necessary and proper for the accomplishment of
the objects enumerated in its Articles of Incorporation, or any amendment
thereof, or necessary or incidental to the protection or benefit of the
corporation; and in addition to the specific powers herein enumerated, have any
and all rights, powers and privileges which are, can be or may be granted to
corporations incorporated under the laws of the State of Florida, and in that
connection to carry on any lawful business necessary or incidental to the
attainment of the objects of the corporation, whether or not such business is
similar in nature to the objects set forth in the Articles of Incorporation or
any amendment thereof.
-3-
<PAGE>
ARTICLE IV
CAPITAL STOCK
The capital stock of the corporation shall be divided into 7,500 shares of
common stock with a par value of $1.00 per share, and each share shall entitle
the holder thereof to vote at any meeting of the stockholders. All or any part
of said capital stock may be paid for in cash, with property or in labor or
services, at a valuation to be fixed by the incorporator or by the Board of
Directors, at a meeting called for such purpose. All stock when issued shall be
fully paid for and shall be non-assessable.
ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
200 Pierce Street, Tampa, Florida, 33602, and the name of the initial
Registered Agent of the corporation at that address is Robert E. Morris.
ARTICLE VI
DIRECTORS
This corporation shall have one (1) director initially. The number of
directors may be either increased or diminished from time to time by the by-
laws, but shall never be less than one (1). The name and address of the initial
director of this corporation is:
Barry I. Kaplan
13830 Cherry Creek Drive
Tampa, Florida 33618
A quorum for the transaction of business shall be a majority of the directors
qualified and acting, and the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the directors. The
directors may make or amend the By-laws: the meeting of directors may be held
within or without the
-4-
<PAGE>
State of Florida. A person shall not have to be a stockholder in order to
qualify as a director.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator is:
Barry I. Kaplan
13830 Cherry Creek Drive
Tampa, Florida 33618
IN WITNESS WHEREOF, I have hereunto set my hand and seal [ILLEGIBLE] and
filed the [ILLEGIBLE] Articles of Incorporation [ILLEGIBLE] existing laws of the
State of Florida.
/s/ BARRY I. KAPLAN (SEAL)
-------------------------------
BARRY I. KAPLAN - Incorporator
STATE OF FLORIDA )
) ss
COUNTY OF HILLSBOROUGH )
I HEREBY CERTIFY that before me, the undersigned officer, personally
appeared BARRY I. KAPLAN, to me well known to be the person described in and
who executed the foregoing Articles of Incorporation and he acknowledged before
me that he executed the same freely and voluntarily for the uses and purposes
therein expressed.
WITNESS my hand and official seal this 14th day of October, 1980.
/s/ [ILLEGIBLE]
-------------------------------
Notary Public, State of Florida
At Large
My Commission Expires:
Notary Public, State of Florida at Large
My Commission Expires [ILLEGIBLE]
- ----------------------------------------
-5-
<PAGE>
F I L E D
OCT. 21 3 22 PM '80
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA
NAMING AGENT UPON WHOM PROCESS MAY BE SERVED
IN COMPLIANCE WITH CHAPTER [ILLEGIBLE] OF THE FLORIDA STATUTES AND SECTION
[ILLEGIBLE] FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED.
FIRST - That SOCCER CONCEPTS, INC., desiring to organize or qualify under
the laws of the State of Florida, with its initial registered office at 200
Pierce Street, City of Tampa, State of Florida, has named Robert E. Morris,
located at 200 Pierce Street, Tampa, Florida, as its agent to accept service of
process within Florida.
/s/ BARRY I. KAPLAN
------------------------------
BARRY I. KAPLAN - Incorporator
10-14-80
------------------------------
DATE
HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED
CORPORATION, AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY AGREE TO
ACT IN THIS CAPACITY AND I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL
STATUTES RELATIVE TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES.
/s/ ROBERT E. MORRIS
------------------------------
ROBERT E. MORRIS
10-14-80
------------------------------
DATE
<PAGE>
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SOCCER CONCEPTS, INC.
THE UNDERSIGNED, being the sole director of SOCCER CONCEPTS, INC. does
hereby amend the Articles of Incorporation of the Company as follows:
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000
shares, $.001 par value of Common Stock.
I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on January 21, 1997 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on January 21, 1997.
/s/ BARRY KAPLAN
-----------------------------------------
Barry Kaplan, President and Sole Director
The foregoing instrument was acknowledged before me on January 21, 1997 by
Barry Kaplan, who is personally known to me, or who has produced drivers
license as identification.
/s/ RICHARD LEON NEWBERG
------------------------------------
Notary Public
My commission expires: (SEAL) RICHARD LEON NEWBERG
COMMISSION # CC 425858
EXPIRES DEC 12, 1998
BONDED THRU
ATLANTIC BONDING CO., INC.
EXHIBIT 3.2
BY-LAWS
OF
SOCCER CONCEPTS, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of this
corporation shall be held on the 30th day of June of each year or at such other
time and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than 3 nor more than 30 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
SECTION 3. PLACE. Meetings of shareholders shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of Directors.
1
<PAGE>
SECTION 4. NOTICE. Written notice stating the place, day and hour of the
meeting and in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
SECTION 5. NOTICE OF ADJOURNED MEETING. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on a new record date entitled to vote at such meeting.
SECTION 6. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided by
law.
SECTION 7. VOTING OF SHARES. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
2
<PAGE>
SECTION 8. PROXIES. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.
SECTION 9. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by
law or authorized by these by-laws or the Articles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
SECTION 2. QUALIFICATION. Directors need not be residents of this state or
shareholders of this corporation.
SECTION 3. COMPENSATION. The Board of Directors shall have authority to fix
the compensation of directors.
SECTION 4. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or
3
<PAGE>
abstains from voting in respect thereto because of an asserted conflict of
interest.
SECTION 5. NUMBER. This corporation shall have a minimum of 1 director but
no more than 7.
SECTION 6. ELECTION AND TERM. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for a term
for which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
SECTION 7. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
SECTION 8. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
SECTION 9. QUORUM AND VOTING. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the
4
<PAGE>
Board of Directors.
SECTION 10. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
SECTION 11. PLACE OF MEETING. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the corporation or
as otherwise determined by the Directors.
SECTION 12. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the
Board of Directors shall be held without notice on the first Monday of the
calendar month two (2) months following the end of the corporation's fiscal, or
if the said first Monday is a legal holiday, then on the next business day.
Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram
or cablegram at least three (3) days before the meeting or by notice mailed to
the director at least 3 days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
5
<PAGE>
Neither the business to be transacted at, nor the purpose, of any regular
or special meeting of the Board of Directors need be specified in the notice of
waiver of notice of such meeting. A majority of the directors present, whether
or not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be given to
the directors who were not present at the time of the adjournment, and unless
the time and place of adjourned meeting are announced at the time of the
adjournment, to the other directors. Meetings of the Board of Directors may be
called by the chairman of the board, by the president of the corporation or by
any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
SECTION 13. ACTION WITHOUT A MEETING. Any action, required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, is signed by
such number of the directors, or such number of the members of the committee, as
the case may be, as would constitute the requisite majority thereof for the
taking of such actions, is filed in the minutes of the proceedings of the board
or of the committee. Such actions shall then be deemed taken with the same force
and effect as though taken at a meeting of such board or committee whereat all
members were present and voting throughout and those who signed such action
shall have voted in the affirmative and all others shall have voted in the
negative.
6
<PAGE>
For informational purposes, a copy of such signed actions shall be mailed to all
members of the board or committee who did not sign said action, provided
however, that the failure to mail said notices shall in no way prejudice the
actions of the board or committee.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
SECTION 2. DUTIES. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
7
<PAGE>
SECTION 3. REMOVAL OF OFFICERS. An officer or agent elected or appointed by
the Board of Directors may be removed by the board whenever in its judgment the
best interests of the corporation will be served thereby. Any vacancy in any
office may be filed by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
SECTION 2. FORM. Certificates representing shares in this corporation shall
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
SECTION 3. TRANSFER OF STOCK. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. If the shareholder shall
claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS
SECTION 1. BOOKS AND RECORDS. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its
8
<PAGE>
shareholders, Board of Directors and committee of directors.
This corporation shall keep at its registered office, or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been
a holder of record of shares of voting trust certificates therefor at least six
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five percent of
the outstanding shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
SECTION 3. FINANCIAL INFORMATION. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during the fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement. The balance sheets and profit
and loss statements shall be filed in the registered office of the corporation
in this state, shall be kept for at least five years, and
9
<PAGE>
shall be subject to inspection during business hours by any shareholder or
holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corpo ration insolvent subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in
circular form.
ARTICLE VIII. AMENDMENT
These by-laws may be altered, amended or repealed, and new by-laws may be
adopted by the a majority vote of the directors of the corporation.
10
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-21-1980
<PERIOD-END> JUN-30-1997
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,000
<CURRENT-LIABILITIES> 12,188
<BONDS> 0
0
0
<COMMON> 1,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
