UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. DC 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURTIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
FASHION DYNAMICS CORP.
(Exact name of registrant as specified in its charter)
Nevada 88-0352465
(State of organization) (I.R.S. Employer Identification No.)
8105 Lake Hills Dr., Las Vegas, NV 89128
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 256-4250
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
ITEM 1. BUSINESS
(a) The Company
FASHION DYNAMICS CORP. (the "Company") is a Nevada
corporation formed on February 8, 1996. Its principal place of
business is located at 8105 Lake Hills Dr., Las Vegas, NV 89128.
The Company was formed as an employment placement service
targeting the fashion industry. The primary function of the
Company will be to match employers in the fashion industry with
skillfully screened employees seeking a job in the fashion
industry. The Company will screen potential employees of fashion-
related companies to match personnel to the corporation desiring
to hire a fashion industry professional.
(b) The Nature of the Business
The Company will derive a fee from companies in the
apparel/fashion industry in need of skilled employees. Many
companies, large and small, do not have the time or financial
resources to screen employees when the need arises. The Company
will carefully screen and place qualified employees, hence saving
employers valuable time and money when hiring. Although no market
analysis has been done, the Company may consider charging a fee
to the employee or possibly working out a process which requires
both employer and employee to pay the fee.
Many companies use personnel placement services. Often these
are provided by larger firms that offer services to a more
generalized population of the job market and have pricing
structures which small businesses in need of services cannot
afford. The Company feels it can effectively identify these
companies by the types of inquiries it will receive from ads
placed in various publications targeting the fashion industries.
Since the Company is not aware of major competitors
providing this type of specialized service, it would appear to
have a ready market within this industry. The Company will not
target specific geographic area for its services, although its
primary focus will be on the western United States.
The Company has been keeping an open ear for any information
concerning the fashion industry. Mr. Figgins has made many trips
to Los Angeles to meet with other employers to see how their
operations work. He has also traveled to New York City to take
part in many fashion shows and pageants to see how they can be
influenced by this Company. He has spoken with the
representatives of many of these fashion shows to gain insight
and to impose upon them his usefulness to their operation.
The main office has obtained a computer and scanner to help
the Company progress at a faster pace. The Company has a contract
with Starwest to provide employees for local shows and
production.
The Company is of great avail to the placement of employees
who can match up to the potential needed for exclusive fashion
shows. Shows which represent such illustrious and prestigious
artists such as DKNY, Calvin Klein, Armani and Escada, just to
name a few, can benefit from our corporation. When these artists
seek a specific look to model and to represent their clothesline,
our skilled employees are prepared to send them above and beyond
their request.
The Company can also supply electricians or stage hands to
set up the stage for the shows. We expect to expand rapidly, as
our services are in high demand.
ITEM 2 FINANCIAL INFORMATION
The Registrant's financial data presented below has been
derived from the Financial Statements of the Company, including
the notes thereto, appearing elsewhere herein.
FASHION DYNAMICS CORP.
(a Development Stage Company)
Year Ended December 31
<TABLE>
<S> <C> <C>
1997 1996
Summary of Operations
Revenues $0 $0
General, Selling and Administrative $5,268 $3,803
Expenses
Net Profit ($5,268) ($3,803)
Net Profit per Common Share $(0.0068) ($0.0063)
Summary Balance Sheet Data
Total Assets $21,929 $2,197
</TABLE>
ITEM 3. PROPERTIES.
The Company owns no real property, but maintains office
space donated by one of its Officers/Directors at 8105 Lake Hills
Drive, Las Vegas, NV 89128. Should this offering be successful,
the Company plans to relocate its principal place of business by
leasing office space in San Diego, California.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
<TABLE>
<S> <C> <C> <C>
Title Name/Address Shares Beneficially Percentage
of Class of Owner Owned Ownership
Common Lynda Wennerstrom 200,000 18.18%
4803 Refugio Ave.
Carlsbad, CA 92008
Common David Wennerstorm 200,000 18.18%
4803 Refugio Ave.
Carlsbad, CA 92008
Common Lee R. Figgins 200,000 18.18%
8105 Lake Hills Dr.
Las Vegas, NV 89128
</TABLE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Lynda Wennerstrom, age 32, President/CEO/Director.
4803 Refugio Ave,. Carlsbad, CA 92008.
Education:
Associate of Arts Degree-Design
The Fashion Institute of Design and Merchandising
Los Angeles, CA
December 1986
University of Kentucky
Lexington, Kentucky
August 1982 to May 1984
Experience:
Senior Buyer-International Male
San Diego, CA
August 1996-Present
V.P. of Merchandising-Gentlemen's Headquarters
Bell, CA
March 1995-August 1996
Lead Sales-Gateway Educational Products
May 1994-March 1995
Customer Service Manager-Goouch
April 1993-August 1994
National Sales Manager (YM Division)-Switch/W.I.P.
August 1992-June 1993
National Sales Manager (YM Division)-Maxims Collection
March 1991-August 1992
Showroom Manager-West Unity Belts
September 1987-May 1988
NOTE: (Complete resume on file with Company)
Lee R. Figgins, Secretary/Treasurer/CFO/ Director,
8105 Lake Hills Drive, Las Vegas, NV 89128
CRD #207439
NOTE: Mr. Figgins, age 63, is currently the Sales Agent for
Salutations, Inc., whose application to register its securities
has been approved by the Nevada Securities Commission.
Education:
Bachelor of Science in Finance
University of Southern California
1955
Experience:
First Interstate Bank
Various Positions, Including Branch Manager
1955-1962
Downey Savings and Loan
Vice- President
1962-1964
Hayden, Stone, Ernst & Company
Joseph Sebag
Paulson Investment Company
J. Alexander Securities
1964-1991
Diamond Lane Corporation
Secretary/Treasurer/CFO
February 1995-Present
NOTE: (Complete resume on file with the Company)
David E. Wennerstrom, age 35,Vice President/Director
4803 Refugio Ave, Carlsbad, CA 92008
Education:
Associates of Arts Degree-Design
The Fashion Institute of Design and Merchandising
Los Angeles, CA
March 1986
Experience:
Sales Representative- BJD, Inc.
Bell, CA
May 1995-Present
Independent Sales Representative
Mulberry Neckwear, QNT Corp., Peter Finnie & Associates
June 1992-May 1995
Sales Manager/Merchandiser-NKL, Inc.
Los Angeles, CA
January 1991-September 1992
Western U.S. Sales Representative-Dweedo, Inc.
Los Angeles, CA
January 1990-January 1991
Sales Representative, Sales Manager, Merchandiser
BJD, Inc., Los Angeles, CA
November 1986-January 1990
Sales Assistant-Bugle Boy, Inc.
Los Angeles, CA
February 1986-November 1986
NOTE: (Complete resume on file with the Company)
ITEM 6. EXECUTIVE COMPENSATION
{a} No Officer or Director is receiving any remuneration at
this time.
{b} There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
corporation in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.
{c} No remuneration other than that reported in paragraph
(a) of this item is proposed to be in the future directly or
indirectly by the corporation to any officer or director under
any plan which is presently existing.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no relationships or transactions to be reported.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Registrant's common stock is traded in the over-the-counter
market in the United States.
There has been no trading in the corporations stock,
therefore, no high or low bid quotations are available.
There are 37 record owners of Registrant's common stock.
The Registrant has never paid a cash dividend and has no
present intention of so doing.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
An offering of 500,000 shares of the Company's common stock
pursuant to Regulation D, Rule 504, promulgated under the
Securities Act of 1933, was completed on August 27, 1997. The
sales price was $0.05 per share, for a total gross offering of
$25,000.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The securities to be registered are Common Stock, $0.001 par
value per share. The shares are non-assessable, without pre-
emptive rights, and do not carry cumulative voting rights.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts, or omissions
not amounting to intentional misconduct, fraud or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in
handling the Company's affairs. A shareholder may be able to
institute legal action on behalf of himself and all others
similarly stated shareholders to recover damages where the
Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and
state securities laws and regulations. Shareholders who have
suffered losses in connection with the purchase or sale of their
interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements appearing
at Item 15 of this Form 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Report of Independent Auditors, Barry L. Friedman, CPA,
dated January 30, 1998
Balance Sheet as of December 31, 1997 and the period
January 23, 1996 to December 31, 1996
Statement of Operation for the year ended December 31,
1997 and the period January 23, 1996 to December 31,
1996
Statement of Stockholders' Equity
Statement of Cash Flows for the years ended year ended
December 31, 1997 and the period January 23, 1996 to
December 31, 1996
Notes to Financial Statements
LIST OF EXHIBITS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors January 30, 1998
Fashion Dynamics Corp.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Fashion
Dynamics Corp., (A Development Stage Company), as of December 31,
1997 and December 31, 1996, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the two years
ended December 31, 1997 and December 31, 1996. 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
Fashion Dynamics Corp., (A Development Stage Company), as of
December 31, 1997 and December 31, 1996, and the results of its
operations and cash flows for the two years ended December 31,
1997 and December 31, 1996, 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 outcome of
this uncertainty.
/S/ Barry L. Friedman
Certified Public Accountant
FASHION DYNAMICS CORP.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C>
December 31, December 31,
1997 1996
ASSETS
CURRENT ASSETS:
Cash $19,145 $2,013
TOTAL CURRENT ASSETS $19,145 $2,013
EQUIPMENT:
Computer (Net) $2,645 $2,645
TOTAL EQUIPMENT $2,645 $2,645
OTHER ASSETS;
Organizational Costs (Net) $139 $184
TOTAL OTHER ASSETS $139 $184
TOTAL ASSETS $21,929 $2,197
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES;
Accounts Payable $0 $0
TOTAL CURRENT LIABILITIES $0 $0
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, $600
authorized 25,000,000 shares
issued and outstanding
December 31, 1996 - 600,000 shares
December 31, 1996 - 1,100,000 shares $1,100
Additional paid-in Capital $29,900 $5,400
Deficit accumulated during -9,071 -3,803
development stage
TOTAL STOCKHOLDERS' EQUITY $21,929 $2,197
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $21,929 $2,197
</TABLE>
FASHION DYNAMICS CORP.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C>
Year Ended Dec. Year Ended Dec. Jan. 23, 1996
31, 1997 31, 1996 (inception) to
Dec. 31, 1997
INCOME:
Revenue $0 $0 $0
EXPENSES:
Accounting $850 $350 $1,200
Bank Charges 43 70 113
Escrow Fees 500 0 500
Filing Fees 170 100 270
Legal Fees 1,905 0 1,905
Professional Fees 0 3,000 3,000
Sales Commissions 1,250 0 1,250
Transfer Fees 437 0 437
Travel 0 242 242
Depreciation 68 0 68
Amortization of 45 41 86
organization costs
Total Expenses $5,268 $3,803 $9,071
Net Profit/Loss(-) ($5,268) ($3,803) ($9,071)
Net Profit/Loss ($0.0068) ($0.0063) ($0.0131)
(-) Per weighted
Share (Note1)
Weighted average 772,603 600,000 693,506
Number of common
Shares outstanding
</TABLE>
See accompanying notes to financial statements & audit report
FASHION DYNAMICS CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Common Stock Additional Deficit
Shares Amount paid-in accumulated during
Capital developmental
stage
February 8, 1996 600,000 $600 $5,400 $0
Issued for cash
Net Loss, January 23, -$3,803
1996 (inception) to
Dec. 31, 1996
Balance Dec. 31, 1996 600,000 $600 $5,400 -$3,803
August 28, 1997 500,000 500 24,500
Issued for cash
Net loss -5,268
year ended Dec. 31,
1997
Balance, Dec. 31, 1997 1,100,000 $1,100 $29,900 -$9,071
</TABLE>
See accompanying notes to financial statements & audit report.
FASHION DYNAMICS CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C>
Year ended Jan 23, 1996 Jan 23, 1996
Dec. 31, 1997 to (inception)
Dec. 31, 1996 to Dec. 31, 1997
Cash Flows from Operating
Activities:
Net Loss -$5,268 - -$9,071
$3,803
Depreciation +68 0 +68
Amortization +45 +41 +86
Cash flows from Investing -7,868 -3,987 -11,855
activities
Equipment -2,713 0 -2,713
Organization Costs -225 -225
Net cash used in operating -$7,868 - -$11,855
activities $3,987
Cash Flows from Financing
Activities:
Issuance of common stock +25,000 +6,000 +31,000
Net increase (decrease) in +$17,132 +$2,013 +$19,145
cash
Cash, Beginning of period 2013 0 0
Cash, end of period $19,145 $2,013 $19,145
</TABLE>
See accompanying notes to financial statements & audit report
FASHION DYNAMICS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 23, 1996, under the laws of the
State of Nevada, as Fashion Dynamics Corp. The Company has no
operations and, in accordance with SFAS #7, is considered a
development stage company.
On February 8, 1996, the company issued 600,000 shares of its
$0.001 par value common stock for $6,000.00.
On August 27, 1997, the Company completed an offering of its
common stock under Regulation D, Rule 504 for 500,000 common
shares of stock at $0.05 per share or $25,000.00.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
The cost of organization, $225.00, is being amortized over a
period of 60 months (January 23, 1996, through January 22, 2001).
3. Earnings per share is computed using the weighted average
number of shares of common shares outstanding.
4. 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.
FASHION DYNAMICS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and December 31, 1996
NOTE 4- RELATED PARTY TRANSACTION
The company neither owns or leases any real or personal 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.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
10. Contract with Star West International, Inc.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
FASHION DYNAMICS CORP.
By:/s/ Lee R. Figgins
Lee R. Figgins,
Secretary/Treasurer
ARTICLES OF INCORPORATION
of
Fashion Dynamics Corp.
Know all men by these present;
That the undersigned, have this day voluntary associated
ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010.
to Nevada Revised Statues 78.090 inclusive, as amended, and
certify that;
1. The name of this corporation is:
Fashion Dynamics Corp.
2. Offices for the transaction of any business of the
Corporation, and where meetings of the Board of Directors and of
Stockholders may be held, may be established and maintained in
any part of the State of Nevada, or in any other state,
territory, or possession of the United States.
3. The nature of the business is to engage in any lawful
activity.
4. The Capital Stock shall consist of 25,000,000 shares of
common stock, $0.001 par value.
5. The members of the governing board of the corporation shall
be styled directors, of which there shall be no less than 1. The
Directors of this corporation need not be stockholders. The
first Board of Directors is:
Lee Figgins, Secretary/ Treasurer/Director
8105 Lake Hills Drive, Las Vegas, NV 89128
6. The corporation shall have perpetual existence.
7. The name and address of each of the incorporators signing
these Articles of Incorporation are as follows: Lee Figgins whose
address is 8105 Lake Hills Drive, Las Vegas, NV 89128.
8. This Corporation shall have a president, a secretary, a
treasurer, and a resident agent, to be chosen by the Board of
Directors, any person may hold two or more offices.
9. The resident agent of this Corporation shall be Lee Figgins
whose address is 8105 Lake Hills Drive, Las Vegas, NV 89128.
10. The Capital Stock of the corporation, after the fixed
consideration thereof has been paid or performed, shall not be
subject to assessment, and the individual liable for the debts
and liabilities of the Corporation, and the Articles of
Incorporation shall never be amended as the aforesaid provisions.
11. No director or officer of the corporation shall be
personally liable to the corporation of any of its stockholders
for breach of fiduciary duty as a director or officer involving
any act or omission of any such director or officer provided,
however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer for acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article of the Stockholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on thc liability of a director or officer
of the Corporation for acts or omissions prior to such repeal or
modification.
I, the undersigned, being the Incorporator herein above named for
the purpose of' forming a corporation pursuant to the general
corporation law of the State of Nevada, do make and file these
Articles of incorporation, hereby declaring and certifying that
the facts within stated are true, and accordingly have hereunto
set my hand this 23rd day of January 1996
/s/ Lee R. Figgins
Lee Figgins
BY-LAWS
OF
Fashion Dynamics Corp.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the
Company shall be held at its office in the City of Las Vegas,
Clark County, at 1 o'clock in the afternoon on the 29th day of
August in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, for
the purpose of electing directors of the company to serve during
the ensuing year and for the transaction of such other business
as may be brought before the meeting.
At least five days' written notice specifying the time and
place, when and where, the annual meeting shall be convened,
shall be mailed in a United States Post Office addressed to each
of the stockholders of record at the time of issuing the notice
at his or her, or its address last known, as the same appears on
the books of the company.
SECTION 2. Special meetings of the stockholders may be held
at the office of the company in the State of Nevada or elsewhere,
whenever called by the President, or by the Board of Directors,
or by vote of, or by an instrument in writing signed by the
holders of 51% of the issued and outstanding capital stock of the
company. At least ten days' written notice of such meeting,
specifying the day and hour and place, when and where such
meeting shall be convened, and objects for calling the same,
shall be mailed in a United States Post Office, addressed to each
of the stockholders of record at the time of issuing the notice,
at his or her or its address last known, as the same appears on
the books of the company.
SECTION 3. If all the stockholders of the company shall
waive notice of a meeting, no notice of such meeting shall be
required, and whenever all of the stockholders shall meet in
person or by proxy, such meeting shall be valid for all purposes
without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling
any meeting setting forth the substance of the notice, and the
time and place of the mailing of the same to the several
stockholders, and the respective addresses to which the same were
mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.
If the address of any stockholder does not appear upon the
books of the company, it will be sufficient to address any notice
to such stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the
stockholders of the company, may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling
such meetings, but at any stockholders' meeting at which all of
the outstanding capital stock of the company is represented,
either in person or by proxy, any lawful business may be
transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of more
than 50 percent (50%) in amount of the entire issued and
outstanding capital stock of the company, shall constitute a
quorum for all purposes of such meetings.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend, in person or by proxy,
at the time and place fixed by these By-laws for any annual
meeting, or fixed by a notice as above provided for a special
meeting, a majority in interest of the stockholders present in
person or by proxy may adjourn from time to time without notice
other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend. At
any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted
as originally called.
SECTION 6. At each meeting of the stockholders every
stockholder shall be entitled to vote in person or by his duly
authorized proxy appointed by instrument in writing subscribed by
such stockholder or by his duly authorized attorney. Each
stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the
corporation, ten days preceding the day of such meeting. The
votes for directors, and upon demand by any stockholder, the
votes upon any question before the meeting, shall be by voice
vote.
At each meeting of the stockholders, a full, true and
complete list, in alphabetical order of all the stockholders
entitled to vote at such meeting, and indicating the number of
shares held by each, certified by the Secretary of the Company,
shall be furnished, which list shall be prepared at least ten
days before such meeting, and shall be open to the inspection of
the stockholders, or their agents or proxies, at the place where
such meeting is to be held, and for ten days prior thereto. Only
the persons in whose names shares of stock are registered on the
books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be
entitled to vote at such meeting. Proxies and powers of Attorney
to vote must be filed with the Secretary of the Company before an
election or a meeting of the stockholders, or they cannot be used
at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls
shall be opened and closed; the proxies and ballots issued,
received, and be taken in charge of, for the purpose of the
meeting, and all questions touching the qualifications of voters
and the validity of proxies, and the acceptance or rejection of
votes, shall be decided by two inspectors. Such inspectors shall
be appointed at the meeting by the presiding officer of the
meeting.
SECTION 8. At the stockholders' meetings, the regular order
of business shall be as follows:
1. Reading and approval of the Minutes of previous
meeting or meetings;
2. Reports of the Board of Directors, the President,
Treasurer and Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7 Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of
3 persons who shall be chosen by the stockholders annually, at
the annual meeting of the Company, and who shall hold office for
one year, and until their successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors by
death, resignation, disqualification or other cause, the
stockholders, at any regular or special meeting, or at any
adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority therefor shall elect a successor
to hold office for the unexpired portion of the term of the
Director whose place shall have become vacant and until his
successor shall have been elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the
principal office of the company in the state of Nevada or
elsewhere, at such place or places as the Board of Directors may,
from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors
shall hold its first annual meeting for the year immediately
after the annual meeting of the stockholders or immediately after
the election of Directors at such annual meeting.
Regular meetings of the Board of Directors shall be held at
the office of the company in the City of Las Vegas, State of
Nevada on November 1, at 3 o'clock in the P.M. Notice of such
regular meetings shall be mailed to each Director by the
Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if
such notice is not given, provided the meeting is held at the
time and place fixed by these by-laws for holding such regular
meetings.
Special meetings of the Board of Directors may be held on
the call of the President or Secretary on at least three days
notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all
of the members shall be present, even though without or of which
notice shall have been waived by all absentees, provided a quorum
shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the
Board of Directors, either regular or special.
SECTION 5: A majority of the Board of Directors in office
shall constitute a quorum for the transaction of business, but if
at any meeting of the Board there be less than a quorum present,
a majority of those present may adjourn from time to time, until
a quorum shall be present, and no notice of such adjournment
shall be required. The Board of Directors may prescribe rules not
in conflict with these By-laws for the conduct of its business;
provided, however, that in the fixing of salaries of the officers
of the corporation, the unanimous action of all of the Directors
shall be required.
SECTION 6. A Director need not be a stockholder of the
corporation.
SECTION 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the
Board, but shall not receive any compensation for their services
as Directors until such time as the company is able to declare
and pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any
contract or act for approval or ratification at any annual
meeting of the stockholders called for the purpose of considering
any such contract or act, which, it approved, or ratified by the
vote of the holders of a majority of the capital stock of the
company represented in person or by proxy at such meeting,
provided that a lawful quorum of stockholders be there
represented in person or by proxy, shall be valid and binding
upon the corporation and upon all the stockholders thereof, as if
it had been approved or ratified by every stockholder of the
corporation.
SECTION 9. The Board of Directors shall have the power from
time to time to provide for the management of the offices of the
company in such manner as they see fit, and in particular from
time to time to delegate any of the powers of the Board in the
course of the current business of the company to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the company with such powers (including
the power to subdelegate), and upon such terms as may be deemed
fit.
SECTION 10. The Board of Directors is invested with the
complete and unrestrained authority in the management of all the
affairs of the company, and is authorized to exercise for such
purpose as the General Agent of the Company, its entire corporate
authority.
SECTION 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any
previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after
each meeting after the annual meeting of stockholders, shall
elect a President, a Vice-President, a Secretary and a Treasurer
to hold office for one, year next coming, and until their
successors are elected and qualify. The offices of the Secretary
and Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the
Board of Directors.
The Board of Directors may from time to time by resolution,
appoint such additional Vice Presidents and additional Assistant
Secretaries, Assistant Treasurer and Transfer Agents of the
company as it may deem advisable; prescribe their duties, and fix
their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. all
officers, agents, and factors of the company shall be chosen and
appointed in such manner and shall hold their office for such
terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of
the company and shall have the supervision and, subject to the
control of the Board of Directors, the direction of the Company's
affairs, with full power to execute all resolutions and orders of
the Board of Directors not especially entrusted to some other
officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all
meetings of the Board of Directors, and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by
the company and shall perform such, other duties as shall be
prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the
powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of
Stock issued by the company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the
funds and securities of the company. When necessary or proper he
shall endorse on behalf of the company for collection checks,
notes, and other obligations; he shall deposit all monies to the
credit of the company in such bank or banks or other depository
as the Board of Directors may designate; he shall sign all
receipts and vouchers for payments made by the company, except as
herein otherwise provided. He shall sign with the President all
bills of exchange and promissory notes of the company; he shall
also have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities, and such
other property belonging to the company as the Board of Directors
shall designate; he shall sign all papers required by law or by
those By-Laws or the Board of Directors to be signed by the
Treasurer. Whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly
in the books of the company to be kept by him for the purpose,
full and accurate accounts of all monies received and paid by him
on account of the company. He shall at all reasonable times
exhibit the books of account to any Directors of the company
during business hours, and he shall perform all acts incident to
the position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors,
give bond to the company conditioned for the faithful performance
of all his duties as Treasurer in such sum, and with such
security as shall be approved by the Board of Directors, with
expense of such bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall leave such powers and perform such duties as
may be prescribed for him by the Treasurer of the company or by
the Board of Directors, and the Board of Directors shall require
the Assistant Treasurer to give a bond to the company in such sum
and with such security as it shall approve, as conditioned for
the faithful performance of his duties as Assistant Treasurer,
the expense of such bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all
meetings of the Board of Directors and the Minutes of all
meetings of the stockholders and of the Executive Committee in
books provided for that purpose. He shall attend to the giving
and serving of all notices of the company; he may sign with the
President or Vice-President, in the name of the Company, all
contracts authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal of the company
thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the
company; he shall affix the corporate seal to all certificates of
stock duly issued by the company; he shall have charge of Stock
Certificate Books, Transfer books and Stock Ledgers, and such
other books and papers as the Board of Directors or the Executive
Committee may direct, all of which shall at all reasonable times
be open to the examination of any Director upon application at
the office of the company during business hours, and he shall, in
general, perform all duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as
may be prescribed for him by the Secretary of the company or by
the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority in
behalf of the company to attend and to act and to vote at any
meetings of the stockholders of any corporation in which the
company may hold stock, and at any such meetings, shall possess
and may exercise any and all rights and powers incident to the
ownership of such stock, and which as the new owner thereof, the
company might have possessed and exercised if present. The Board
of Directors, by resolution, from time to time, may confer like
powers on any person or persons in place of the President to
represent the company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued
in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the company shall be
evidenced by certificates of stock in such forms as shall be
prescribed by the Board of Directors, and shall he under the seal
of the company and signed by the President or the Vice-President
and also by the Secretary or by an Assistant Secretary
All certificates shall be consecutively numbered; the name
of the person owning the shares represented thereby with the
number of such shares and the date of issue shall be entered on
time company's books.
No certificates shall be valid unless it is signed by the
President or Vice-President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the company shall be
cancelled and no new certificate shall be issued until the former
certificate for the same number of shares shall have been
surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against
the company except on surrender and cancellation of the
certificate therefor, accompanied by an assignment or transfer by
the owner therefor.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be so
expressed in the entry of said transfer on the books of the
company.
SECTION 4. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the capital stock
of the company.
The Board of Directors may appoint a transfer agent and a
registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to
such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the
Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate
of stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall
deposit with the company an affidavit. Whereupon, at the end of
six months after the deposit of said affidavit and upon such
person or persons giving Bond of Indemnity to the company with
surety to be approved by the Board of Directors in double the
current value of stock against any damage, loss or inconvenience
to the company which may or can arise in consequence of a new or
duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the
certificate, or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion refuse
to issue such new or duplicate certificate save upon the order of
some court having jurisdiction in such matter, anything herein to
the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in
Nevada shall be at 2001 Spring Lake Drive, Henderson, Nevada, and
the company may have a principal office in any other state or
territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-
Laws and Articles of Incorporation of the company shall be kept
at the office of its Resident Agent, Robert C. Bovard, Esq. 1700
E. Desert Inn Rd. #113, Las Vegas in the County of Clark, State
of Nevada, for the inspection of all who are authorized or have
the right to see the same, and for the transfer of stock. All
other books of the company shall be kept at such places as may be
prescribed by the Board of Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to
reserve over and above the capital stock paid in, such an amount
in its discretion as it may deem advisable to fix as a reserve
fund, and may, from time to time, declare dividends from the
accumulated profits of the company in excess of the amounts so
reserved, and pay the same to the stockholders of the company,
and may also, if it deems the same advisable, declare stock
dividends of the unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors involving the payment of monies or the credit
of the company for more than dollars) shall he made without the
authority of the Board of Directors, or of the Executive
Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of
Directors, all agreements and contracts shall be signed by the
President and the Secretary in the name and on behalf of the
company, and shall have the corporate seal thereto attached.
SECTION 4. All monies of the corporation shall be deposited
when and as received by the Treasurer in such bank or banks or
other depository as may from time to time be designated by the
Board of Directors, and such deposits shall be made in the name
of the company.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the company
unless the same shall be signed by the President or a Vice-
President, and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer,
and countersigned by the President, Vice-President, or Secretary,
except that the Treasurer or an Assistant Treasurer may, without
countersignature, make endorsements for deposit to the credit of
the company in all its duly authorized depositories.
SECTION 6. No loan or advance of money shall be made by the
company to any stockholder or officer therein, unless the Board
of Directors shall otherwise authorize.
SECTION 7. No director nor executive officer of the company
shall be entitled to any salary or compensation for any services
performed for the company, unless such salary or compensation
shall be fixed by resolution of the Board of Directors, adopted
by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The company may take, acquire, hold, mortgage,
sell, or otherwise deal in stocks or bonds or securities of any
other corporation, if and as often as the Board of Directors
shall so elect.
SECTION 9. The Directors shall have power to authorize and
cause to be executed, mortgages, and liens without limit as to
amount upon the property and franchise of this corporation, and
pursuant to the affirmative vote, either in person or by proxy,
of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in
any manner of the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the
design thereof being as follows:
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors
by a vote of not less than all of the entire Board, or may be
made by a vote of, or a consent in writing signed by the holders
of 77% of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned.
being the directors of the above named corporation. do hereby
consent to the foregoing By-Laws and adopt the same as and for
the By-Laws of said corporation.
IN WITNESS WHEREOF we have hereunto act our hands this 3rd.
day of October, 1995.
Fashion Dynamics Corp.
By___/s/ Howard Manoff___________
Howard Manoff, President
CONTRACT
This contract, is made and entered into as of the 26th day or
Sept., 1997, by and between Star West International, Inc., a
Nevada corporation (Purchaser) and Fashion Dynamics Corp., a
Nevada Corporation (Supplier). In consideration of the mutual
covenants set forth herein, and for other good and valuable
consideration, the receipt and and sufficiency of which are
hereby acknowledge, and intending to be legally bound, Purchaser
and Supplier hereby agree as follows:
1. Purchaser hereby engages the personel services of Supplier,
and Supplier agrees to provide his/her/its personel services to
purchaser, by providing designers for production sets, costumes,
and hydraulics and effects.
2. Purchaser agrees to pay supplier an initial consulting fee
of $1,000 and 10% of actual job costs, for specific services
rendered.
3. Purchaser will pay 50% upon execution of contracts, and will
pay the balance of 50%, upon satisfaction completion of projects,
for each service technician provided.
4. Nothing in the Contract shall be considered to create the
relationship of employer and employee between the parties.
Supplier shall be deemed at all times to be an independent
contractor. In no event shall Purchaser be deemed an employer of
the Supplier. Purchaser assumes no liability or responsibility
for, among other things, reporting employee taxes or paying any
levies required by the Internal Revenue Service and/or other
state of federal agency.
5. Supplier agrees to provide fully qualified technician's, who
are properly licensed in accordance to the State of Nevada,
permits, and/or approvals which may be necessary to hold or carry
out a production or performance, and shall be solely responsible
for paying for any and all fees and costs associated with and for
maintaining such licenses, permits or approvals.
6. The term of this contract will commence upon actual
contracting for technicians, and payment will be provided as set
forth herein. Supplier acknowledges and understands that
possession and/or consumption of intoxicating beverages,
narcotics, or other illegal substances on any project, is
prohibited. If technicians violate the provisions of this
paragragh, a penalty of $1,000.00 shall be deducted from the
Consideration. If narcotics or any other illegal substance is
rendered, in the sole discretion of the Purchaser, incapable of
fullfilling his/her/its obligations under this Contract,
Purchaser, and reimbursement for services rendered will occur.
7. In the event either party is delayed or hindered in or
prevented from a project by any required act by reason of
strikes, lockouts, labor troubles, inability to procure necessary
materials or equipment, failure of power, restictive governmental
laws or regulations, riots, insurrections, war, acts of God, or
other similar nature not the fault of the party delayed in
performing work, then performance of services cannot be held
because of such event, their will be no liability of either
party, and neither party shall be entitled to reimbursement of
damages.
8 This Contract shall be amended, modified or supplemented
only by an instrument in writing executed by both parties.
9. Each party shall bear its own attorneys' fees and costs
incurred in connection with the negotiation, drafting, review if
finalization of this Contract exept that, in the event either
party brings an action to enforce any of the terms of this
Contract or for breach of this Contract, the prevailing party
shall be entitled to his/her/its reasonable attorneys' fees and
costs.
10. This Contract shall be governed , construed and enforced in
accordance with the laws of the State of Nevada. The parties
agree that any litigation relating directly or indirectly to this
Contract shall be brought before and determined by a court of
competent jurisdiction within the County of Clark, State Of
Nevada.
IN WITNESS WHEREOF, the parties have executed the Contract as of
the date first above written.
STARWEST INTERNATIONAL INC. FASHION DYNAMICS, CORP.
A Nevada Corporation A Nevada Corporation
By: /s/ Patricia J. Linson By: /s/ Lee R. Figgins
Patricia J. Linson Lee R. Figgins
PRESIDENT Secretary
Address: 3315 E. Russell Rd. H-209 8105 Lake Hills Drive
Las Vegas, NV 89120 Las Vegas, NV 89128
Telephone: (702)795-7091 (702)-256-4250
Fax: (702)795-5951
