UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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
STRATEGIC INFORMATION MANAGEMENT
INCORPORATED
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C>
Florida 22-3538310
(State or other jurisdiction of (Irs Employer
incorporation or organization) Identification no.)
</TABLE>
777 South Flagler Drive, 8th floor
West Palm Beach, Florida 33401
Telephone: (561) 820-9432
(Address and Telephone Numberof principal executive offices)
Securities to be registered under section 12(b) of The act:
NONE
Securities to be registered under section 12(g) of The act:
Common stock, par value $.0001 per share
(Title of class)
FORM 10-SB REPORT INDEX
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Item No. Page No.
- ---------- ----------
PART I
Item 1. Description of Business......................
Item 2. Plan of Operation. .............................
Item 3. Description of Property......................
Item 4. Security Ownership of Certain
BeneficialOwners and
Management......................................
Item 5. Directors, Executive Officers,
Promoters and Control
Persons.............................................
Item 6. Executive Compensation.......................
Item 7. Certain Relationships and Related
Transactions.........................................
Item 8. Description of Securities.......................
PART II
Item 1. Market Price of and Dividends on the
Registrant's Common Equity and other
Shareholder Matters...............................
Item 2. Legal Proceedings.................................
Item 3. Changes in and Disagreements with
Accountants..........................................
Item 4. Recent Sales of Unregistered
Securities..............................................
Item 5. Indemnification of Directors and
Officers.................................................
</TABLE>
PART I.
ITEM 1. BUSINESS
THE COMPANY
Strategic Information Management Incorporated,
a Florida Corporation (hereinafter the "Company" or
"SIMI") was incorporated on September 16, 1997. It
was initially organized for the purpose of offering
information technology support for automated
business and enterprise.
BUSINESS OF THE COMPANY
The Company's intended focus is to help small
to mid-sized companies and municipalities enhance
their existing operating systems through assessment
and reconfiguration of both their automated systems
and their non-automated documents. The Company
will undertake this process by conducting a study
of each client's operations and prescribe a
solution that is cost effective and efficient by
using the latest software, hardware and data
storage technology. After installation of the new
system for the client, the Company will provide
training and technical support through service
contracts to maintain an ongoing relationship with
each client. The Company will obtain its revenues
through hourly consulting fees and service
contracts. The products that the Company will
offer to its clients will be through vending
arrangements with top hardware and software
providers, as well as through sub-contracting
arrangements with specialized vendors.
On February 5, 1998, SIMI signed a Letter of
Intent ("Letter of Intent") with NewSoft GmbH, a
German corporation ("NewSoft"), whereby the Company
will purchase all of the issued and outstanding
stock of NewSoft. The Letter of Intent provided
for a closing by February 15, 1998. The closing
date was subsequently extended to March 31, 1998
The Company currently has one full time
employee.
COMPETITION
There are many competitors entering and
established in the information services related
industry. Although the Company believes it will be
able to establish and maintain a sizable market
niche, competitors with greater financial and human
resources than the Company can enter the Company's
market with products and services similar or
identical to those of the Company.
ITEM 2. PLAN OF OPERATION
The Company is a start-up company offering
information technology support for automated
business and enterprise. The Company has been in
an organizational and development stage since its
inception in September, 1997. During this time,
management incorporated the Company, attempted to
establish a client base, undertook a Regulation D-
504 offering to raise capital for the Company and
pursued the acquisition of excising information
technology consulting firms.
On February 5, 1998, SIMI entered into a
Letter of Intent to acquire all the issued and
outstanding stock of NewSoft GmbH, a German company
operating in the information technology solutions
market in Germany since 1996. The Letter of Intent
stated that SIMI is to provide stock in both SIMI
and a majority shareholder of SIMI, Sicor, Inc.,
for the acquisition of 100% of NewSoft. The
NewSoft operations will be funded for the initial
twelve (12) months after the acquisition (if
consummated) for the purpose of providing a fully
functional Year 2000 code conversion factory in the
Frankfurt, Germany metropolitan area. The
principals of NewSoft will enter into employment
contracts and maintain and operate such facility.
SIMI currently has one (1) full-time employee.
At the time of the completion of the potential
merger with NewSoft, the Company contemplates
having a minimum of three (3) full-time employees.
At the completion of the contemplated merger
with NewSoft, the Company will have sufficient
employees to operate the Company for the initial
six (6) month period, though the anticipated
revenues and service contracts should increase the
amount of employees of the Company to at least six
(6). Additional employees will be hired to
complete anticipated service contract work as well
as solicit additional business for the Company.
SIMI intends to secure additional operating
facilities to its main office in West Palm Beach,
Florida. Upon the successful acquisition of
NewSoft, operating facilities will be established
in Frankfurt, Germany. Such facilities are
anticipated to be sufficient for at least the first
twelve (12) months of operation after the
contemplated acquisition. After the initial year,
the Company intends to expand throughout Western
Europe and Scandinavia.
Sicor, Inc. ("Sicor") presently owns 2,800,000
shares of the Company. Therefore, upon the
completion of the contemplated acquisition, Sicor
will own a majority of the Company. Sicor
purchased 2,800,000 shares of the Company for
$60,000 and future funding considerations, with the
intention that funding will be used to achieve the
acquisition of NewSoft. Sicor is an established
vendor of information technology solutions in the
United States and abroad. It currently offers a
full line of Year 2000 solutions.
Initially, the Company intends to solicit
business from clients of Sicor. This client list
includes the United States government and many
major international corporations, as well as
existing clients of NewSoft. The Company's
products will be software and technology products
currently offered by Sicor pertaining to the highly
publicized Year 2000 problem. Such solutions will
enable the Company to develop further relationships
with the users of highly sophisticated mainframe
technology as well as capitalize on the significant
margins available to year 2000 solutions providers.
The development of such relationships as well as
the capital achieved through such potentially
profitable contracts will be vital to the long term
success of SIMI.
Upon the completion of the proposed
acquisition of NewSoft, the facility in Germany
will be an operations headquarters. It will be
staffed with technical personnel and equipment,
which it will provide to a client company to
correct computer code, which is not Year 2000
compliant. Its present headquarters in Florida
will serve as corporate headquarters and perform
marketing for the Company.
The Company's anticipated use of its funding and
profits will be towards the establishment and
maintenance of the Year 2000 conversion factory,
marketing of its Year 2000 solutions; and research
and development in the data migration and Euro
conversion fields in order to provide a profitable
future beyond the Year 2000 problem.
ITEM 3. DESCRIPTION OF PROPERTY
The Company presently leases approximately 200
square feet in an office building located at 777
South Flagler Drive, 8th Floor, West Tower, West
Palm Beach, Florida. The office is exclusively
executive offices for businesses. The facility is
leased from a non-affiliated party pursuant to a
six (6) month lease ending May 31, 1998 with
automatic six (6) month renewals unless the Company
gives sixty (60) days prior written notice to the
Landlord to terminate the lease (1) year annual
renewals. The monthly base rental is $1,150 per
month. In addition, the Company is required to
pay the following charges: (a) fixed charge of
$509.91 per month; (b) additional rent equal to 1%
of the increased operating expenses, real estate
taxes and utility costs. The Company has deposited
with Landlord a security deposit of $1,659.91.
If the acquisition with NewSoft is
consummated, the Company will establish operating
facilities in Frankfurt, Germany.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information as of February 25, 1998 regarding the
beneficial ownership of all of the Company's
outstanding common stock, par value $.0001 per
share (the "Common Stock") including such ownership
by: (i) each of the stockholders of the Company
who own more than five (5%) percent of the
outstanding shares of Common Stock; (ii) each
director of the Company; and (iii) all directors
and executive officers of the Company as a group.
As of February 25, 1998, there were 4,925,000
shares of Common Stock outstanding. There are no
outstanding shares of any other classes of stock of
the Company.
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Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
(1) Ownership (2)
William H. Luckman 100,000 shares 2.03%
(3)
Sicor, Inc. 2,800,000 shares 56.85%
All directors and 100,000 shares 2.03%
executive officers
as a group (1
person)
</TABLE>
(1) The address of each person and entity named in
the above table is c/o the Company, 777 South
Flagler Drive, 8th Floor, West Tower, West Palm
Beach, Florida 33401.
(2) The persons and entities named in this table
have sole voting and investment power with
respect to all shares of common stock
reflected as beneficially owned by each.
(3) On October 16, 1997, Mr. Luckman was
originally issued 1,000,000 shares of Common
Stock in exchange for services valued at $100.
Thereafter, on January 30, 1998, Mr. Luckman
returned 900,000 shares of Common Stock to
Treasury. In addition, on September 16, 1997,
Sean P. O'Connor, the founder of the Company,
was originally issued 1,000,000 shares of
Common Stock in exchange for services valued
at $100. On January 30, 1998, Mr. O'Connor
resigned as President and Director of the
Company and returned his 1,000,000 shares of
Common Stock to the Company in consideration
of an indemnification from the Company to Mr.
O'Connor.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
Directors, Executive Officers, Promoters and
Control Persons of the Company and their ages are
as follows:
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<S> <C> <C>
Name Age Position
William H. Luckman 26 President,
Secretary,
Treasurer and
Director
</TABLE>
Mr. Luckman was elected Secretary, Director
and Treasurer of the Company on October 16, 1997.
On January 30, 1998, Mr. Luckman assumed the
responsibility of President and became the sole
director. This was due to the fact that Sean P.
O'Connor, the President and other Company Director
resigned. Mr. Luckman will remain in office until
the next annual meeting of the stockholders, and
until his successors have been duly elected and
qualified. There are no agreements with respect to
the election of Directors. The Company has not
compensated its Directors for service on the Board
of Directors, any committee thereof, or reimbursed
for expenses incurred for attendance at meetings of
the Board of Directors and/or any committee of the
Board of Directors. Officers are appointed
annually by the Board of Directors and each
Executive Officer serves at the discretion of the
Board of Directors. The Company does not have any
standing committees. William H. Luckman, a
Director listed above, is also presently a salaried
employee of the Company. The Board of Directors
may in the future determine to pay Director's fees
and reimburse Directors for expenses related to
their activities.
Mr. Luckman is presently on the Board of
Directors and is Treasurer of Optical Systems Inc.,
a publicly traded company listed on the NADSDAQ OTC
Bulletin Board under the symbol OPSY. None of the
Officers and/or Directors of the Company have filed
any bankruptcy petition, been convicted of or been
the subject of any criminal proceedings or the
subject of any order, judgment or decree involving
the violation of any state or federal securities
laws within the past five (5) years.
The business experience of each of the persons
listed above during the past five (5) years is as
follows:
1. WILLIAM H. LUCKMAN has an established business
management and banking background. He
established his background in business as the
owner and manager of a mortgage company,
International Mortgage, in Chicago, Illinois
from June, 1992 until December, 1993. After
selling his business, he worked for Lincoln
Savings Bank, FSB, located in Jericho, New
York as a marketing consultant and mortgage
underwriter. He worked at Lincoln Savings
Bank from January, 1994 until April, 1994. He
then worked for American Home Mortgage of New
York, one of the largest privately held
mortgage banks in the United States. He was
given the responsibility for out-of-region
growth. As the youngest Vice President in
company history, he established satellite
offices in New York, Florida and Illinois. He
worked for American Home Mortgage from April,
1994 until January, 1997. Mr. Luckman was the
President, Treasurer and Director of Premier
Supplements Corp. from March, 1997 until
January, 1998. Premier Supplements Corp. is a
publicly traded company on the NASDAQ OTC
Bulletin Board traded under the symbol, PMSP.
Mr. Luckman is presently the Treasurer and on
the Board of Directors of Optical Systems
Inc., a publicly traded company listed on the
NASDAQ OTC Bulletin Board under the symbol
OPSY.
ITEM 6. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following sets forth the compensation paid
by the Company for services rendered by Officers
and Directors of the Company:
Name and Principal Year Annua Salary (1)
Position
- ------------------------------------------------------------------------
William H. Luckman 1998 $12,000.00
President/Secretary/
Treasure/Director
1. SIMI has not entered into any employment
contracts with its officers or directors.
Notwithstanding the above, if the NewSoft
merger is consummated, the Company shall enter
into employment agreements with the two (2)
principals of NewSoft. In addition, Mr.
Luckman shall be entitled to participate in
all benefit programs of the Company currently
existing. The Company does not presently have
any such bonus plans in existence but intends
to implement same in the future.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
On February 1, 1998, the Company issued
2,800,000 shares of the common stock of the Company
to Sicor, Inc., a private company, in exchange for
$60,000.00 and possible additional consideration
not to exceed $350,000.00. Such shares issued to
Sicor, Inc. are restricted for a period of two (2)
years from the date of issuance in accordance with
Rule 144 of the Securities Act of 1933. William H.
Luckman , the President , Secretary, Treasurer and
Director of the Company is a beneficial owner,
Secretary, Treasurer and Director of Sicor, Inc.
ITEM 8. DESCRIPTION OF SECURITIES
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The Company's authorized capital stock
consists of 50,000,000 shares of common stock,
$.0001 par value and 10,000,000 shares of preferred
stock, $.0001 par value. As of February 25, 1998,
4,925,000 shares of common stock were outstanding.
There are presently no issued and outstanding
shares of preferred stock.
Each share of common stock entitles the holder
to one (1) vote on all matters submitted to a vote
of the stockholders. The common stock does not
have cumulative voting rights, which means that the
holders of a majority of the outstanding shares of
common stock voting for the election of directors
can elect all members of the Board of Directors. A
majority vote is also sufficient for other actions
that require the vote or concurrence of
stockholders except in cases in which more than a
simple majority is required by law. Holders of
common stock are entitled to receive dividends,
when, as and if declared by the Board of Directors,
in its discretion, from funds legally available
therefore. Subject to the dividend rights of the
holders of the preferred stock, holders of shares
of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the
Board of Directors out of funds, legally available
therefor. Upon liquidation, dissolution or winding
up of the Company, after payment to creditors and
holders of preferred stock that may be outstanding,
the holders of common stock are entitled to share
ratably in the assets of the Company, if any,
legally available of distribution to common
stockholders of the Company. The Bylaws of the
Company require that only a majority of the issued
and outstanding shares of common stock of the
Company need be represented to constitute a quorum
and to transact business at a stockholders'
meeting.
The common stock has no preemptive rights or
no subscription, redemption or conversion
privileges. All of the outstanding shares of
common stock are fully paid and nonassessable.
The Company's Board of Directors has total
discretion as to the issuance and the determination
of the rights and privileges of any shares of
preferred or common stock which may be issued in
the future, which rights and privileges may be
detrimental to the rights and privileges of the
holders of the existing shares of the Company's
common stock now issued and outstanding.
TRANSFER AGENT
The Transfer Agent for the common stock is
Interwest Transfer Company, Inc.
PART II.
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
A. MARKET INFORMATION: No shares of the
Company's common or preferred stock have been
registered with the Securities and Exchange
Commission or any state securities agency or
authority (other than any state registration,
if any, that may have been required with
respect to the Regulation D - 504 Offering
Memorandum). (See Part II, Item 4, Recent
Sales of Unregistered Securities for details).
There is no established public trading market
for the Company's issued and outstanding
common stock. In the near future, the Company
intends to seek sponsorship of one or more
NASD member registered securities dealers and
a quotation on the National Association of
Securities NASDAQ Quotation System on either
the OTC Bulletin Board, Small Cap or National
Market.
B. HOLDERS: The number of record holders of
shares of the Company's common stock as of
February 25, 1998 was thirty-four (34). The
aggregate number of shares of the Company's
common stock issued and outstanding as of
February 25, 1998 was 4,925,000.
C. DIVIDENDS: The Company has not paid or
declared any dividends upon its shares of
common stock since its inception and, by
reason of its present financial status and its
contemplated financial requirements, it does
not contemplate or anticipate paying any
dividends upon its shares of common stock in
the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Company is not presently a party to any
litigation of any kind or nature whatsoever, nor to
the Company's best knowledge and belief is any
litigation threatened or contemplated.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
The Company's accountants are Durland &
Company, CPAs, P.A. of Palm Beach, Florida. The
Company does not presently intend to change
accountants. At no time have there been any
disagreements with such accountants regarding any
matter of accounting principles or practices,
financial statement disclosure, or auditing scope
or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On September 23, 1997, the Company issued an
offering pursuant to Rule 504 of Regulation D,
promulgated pursuant to the Securities Act of 1933
("Offering"). The Company offered through its
Officers and Directors, on a "best efforts" basis,
a maximum of 2,000,000 Common Shares of the Company
at an offering price of $0.025 per share. The
Company completed the Offering on October 13, 1997
by selling the maximum 2,000,000 Common Shares and
raised $50,000.00 from nine (9) investors.
In January, 1998, the Company's management
determined it was in the Company's best interests
to repurchase 1,000,000 of the 2,000,000 Common
Shares sold in the Offering from four (4) investors
for the sum of $25,000.00. The Company
subsequently amended the Offering as of January 29,
1998 and resold the 1,000,000 Common Shares
repurchased at the same price in the Offering
($0.025 per share) for $25,000.00 to twenty-six
(26) new investors.
No Commissions were paid on sales of Common
Shares.
Since the maximum number of Shares of Common
Stock were sold in the Offering, persons who
purchased Common Shares in the Offering own, in the
aggregate, 2,000,000 Common Shares out of 4,925,000
Common Stock outstanding, or 40.609%.
The following shares of the Company's common
stock issued to: (a) 100,000 to William H. Luckman,
the present officer and sole director of the
Company; (b) 25,000 to Richard I. Anslow, Esq., the
Company's legal counsel; and (c) 2,800,000 to
Sicor, Inc. (see Part I., Item 7) is unregistered
and deemed "restricted securities" as defined by
Rule 144 of the Securities Act of 1933, as amended.
All certificates representing such securities bears
a restrictive legend preventing their transfer,
except in accordance with the Securities Act of
1933, as amended, and the regulations promulgated
thereunder.
For each of the above transactions, the
Company relied upon the exemption from registration
under the Securities Act of 1933, as amended, as
provided by Section 4(2) of the Act.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Florida law, a director is not
personally liable for monetary damages to the
corporation or any other person for any statement,
vote, decision, or failure to act unless (i) the
director breached or failed to perform his duties
as a director, and (ii) a director's breach of , or
failure to perform, those duties constitutes (1) a
violation of the criminal law, unless the director
had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his
conduct was unlawful; (2) a transaction from which
the director derived an improper personal benefit,
either directly or indirectly; (3) a circumstance
under which an unlawful distribution is made; (4)
in a proceeding by or in the right of the
corporation or in a proceeding in which the
corporation procures a judgment in its favor or by
or in the right of a shareholder, conscious
disregard for the best interest of the corporation
or willful misconduct; or (5) in a proceeding by or
in the right of someone other than the corporation
or a shareholder, recklessness or an act or
omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton
and willful disregard of human rights, safety, or
property. A corporation may purchase and maintain
insurance on behalf of any director or officer
against any liability asserted against him and
incurred by him in his capacity or arising out of
his status as such, whether or not the corporation
would have the power to indemnify under Florida
law.
The Company's Bylaws limit, to the maximum
extent permitted by Florida law, the personal
liability of directors and officers for monetary
damages for breach of their fiduciary duties as
directors and officers. The Bylaws provide further
that the Company shall indemnify to the fullest
extent permitted by Florida law any person made a
party to any action or proceeding by reason of the
fact that such person was a director, officer,
employee or agent of the Company. The Bylaws also
provide that directors and officers who are
entitled to indemnification shall be paid their
expenses incurred in connection with any action,
suit or proceeding in which such director or
officer is made a party by virtue of his being an
officer or director of the Company to the maximum
extent permitted by Florida law.
PART F/S
The financial statements for the Company from the
date of incorporation (September 16, 1997) until
December 31, 1997 have been examined to the extent
indicated in reports by Durland & Company, CPAs,
P.A., independent certified public accountants.
STRATEGIC INFORMATION MANAGEMENT
INCORPORATED
(A Development Stage Enterprise)
Audited Financial Statements
From September 15, 1997 (inception) through December 31, 1997
INDEX TO FINANCIAL STATEMENTS
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Independent Auditor's Report. . . . . . . . . . . . . .F-2
Balance Sheet. . . . . . . . . . . . . . . . ...........F-3
Statement of Loss..... . . . . . . . . . . . . . . .....F-4
Statement of Changes in Stockholders' Equity .. .. . .F-5
Statement of Cash Flows. . . . . . . . . . . . . . ...F-6
Notes to Financial Statements. . . . . . . . . . ... ..F-7
</TABLE>
Strategic Information Management Incorporated
(A Development Stage Enterprise)
Balance Sheet
December 31, 1997
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ASSETS 1997
_________ _____
CURRENT ASSETS
Cash $17,619
______
Total Current Assets $17,619
OTHER ASSETS 0
_______
Total Assets $17,619
_______
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued payroll taxes $1,979
_____
Total Current Liabilities $1,979
LONG TERM LIABILITIES 0
______
Total Liabilities $1,979
STOCKHOLDER'S EQUITY
Preferred stock, 0.0001 par value,
authorized 10,000,000 shares;
0 shares issued and outstanding 0
Common stock, $0.0001 par value,
authorized 50,000,000 shares; issued
and outstanding 4,000,000 at December 31, 1997 400
Additional paid in capital 49,800
Deficit accumulated during the development stage (34,560)
_______
Total Stockholder's Equity 15,640
_______
Total Liabilities and Stockholders' Equity $17,619
</TABLE>
Strategic Information Management Incorporated
(A Development Stage Enterprise)
Statement of Loss
From September 15, 1997 (inception) through December 31, 1997
<TABLE>
<S> <C>
REVENUES 1997
___________ __________
Revenue $
__________
EXPENSES
Bank charges 151
Consulting 3,000
Organization 821
Professional fees 5,000
Payroll tax expense 1,776
Office salaries and officers 18,662
Travel 5,150
__________
Total expenses 34,560
__________
Loss before income tax benefit (34,560)
___________
___________
Income tax benefit 0
__________
Net loss $(34,560)
Net loss per weighted average share $ (0.01)
_____________
Weighted average number of shares 3,140,185
_____________
</TABLE>
Strategic Information Management Incorporated
(A Development Stage Enterprise)
Statement of Stockholders' Equity
From September 15, 1997 (inception) through December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated Additional During the Total
Number of Common Paid in Development Stockholder
Shares Stock Capital Stage Equity
BEGINNING
BALANCE,
Sept. 31, 1997 0 $ 0 $ 0 $ 0 $ 0
Capital
investment:
Sept. 15: Services 1,000,000 100 0 0 0
Oct. 14: Cash 2,000,000 200 49,800 0 50,000
Oct.16: Services 1,000,000 100 0 0 100
Net Loss 0 0 0 (34,560) (34,560)
BALANCE,
- --------------------------------------------------------------------------------------
Dec. 31, 1997 4,000,000 $400.00 $49,800 $(34,560) $15,640
- --------------------------------------------------------------------------------------
</TABLE>
Strategic Information Management Incorporated
(A Development Stage Enterprise)
Statement of Cash Flows
From September 15, 1997 (inception) through December 31, 1997
CASH FLOWS FROM OPERATIONS 1997
ACTIVITIES __________
Net loss $(34,560)
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock issued in exchange for services 200
Changes in operating assets and liabilities :
Increase in accrued payroll taxes 1,979
_________
Net cash provided (used) by operating activities (32,381)
CASH FLOW FROM INVESTING ACTIVITIES
0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 50,000
_________
Net cash provided (used) by financing activities 50,000
Net increase (decrease) in cash 17,619
CASH and equivalents, beginning of year 0
_________
CASH and equivalents, end of year $17,619
_________
Supplemental disclosure of cash flow information
None
Strategic Information Management
Incorporated
(A Development Stage Enterprise)
Notes to Financial Statements
(1) Summary of significant accounting policies.
The Company. Strategic Information Management Incorporated (the
"Company") is a development stage enterprise which conducts business
from its headquarters in West Palm Beach, Florida. The Company was
organized under the laws of the state of Florida, September 15, 1997. The
Company moved its operation from Freehold, New Jersey to West Palm
Beach, Florida in December, 1997. The Company intends to enter the
computer information technology industry as a provider of information
management consulting services.
a) Use of estimates. The financial statements have been prepared in
conformity with generally accepted accounting principals. In preparing the
financial statements, management is required to make assumptions that
effect the reported amounts of assets and liabilities as of the date of the
balance sheet and statement of operations for the period then ended.
Actual results may differ from these estimates.
b) Cash equivalents. The Company considers all highly liquid debt
instruments with an original maturity of three months or less to be cash
equivalents.
c) Accounts receivable. The Company intends to provide credit for open
accounts in the normal course of business.
d) Fixed assets. Fixed assets when acquired in the course of business will
be recorded at cost. Depreciation will be computed on the straight-line
method, based on the estimated useful lives of the assets, generally three,
five or seven years. Expenditures for maintenance and repairs will be
charged to operations as incurred.
e) Deferred income taxes. The Company provides for deferred income
taxes on elements of income that are recognized for income tax purposes in
periods different than such items are recognized for financial accounting
purposes. SFAS 109 requires companies to take into account changes in
tax rates when valuing the deferred income tax amounts carried on their
balance sheets (the "Liability Method"). The Company had a deferred tax
asset of $13,005 at December 31, 1997 . The Company has established a
valuation reserve in the amount of $13,005 at December 31, 1997. The
deferred tax asset is composed primarily of the tax benefit of net operating
loss carry forwards totaling $34,560 at December 31, 1997, which will
expire in 2012. The tax benefit is comprised of approximately $11,104 in
federal tax benefit and $1,901 in state tax benefits.
f) Net loss per share. Net loss per share is computed by dividing the net
loss by the weighted average number of shares outstanding during the
period.
Strategic Information Management Incorporated
(A Development Stage Enterprise)
Notes to Financial Statements
(2) Stockholders' equity. The Company has authorized 50,000,000
shares of $0.0001 par value common stock and 10,000,000 shares of
$0.0001 par value preferred stock. On September 15, 1997 the Company
issued 1,000,000 shares of common stock to the founder in exchange for
services valued at $100. On September 23, 1997, the Company issued an
Offering Memorandum to certain individuals in an offering conducted
pursuant to Rule 504 of Regulation D, of the Securities Act of 1933, as
amended. The offering consisted of 2,000,000 shares of common stock
offered at $0.025 per share and was fully subscribed by October 14, 1997
with $50,000 in cash. On October 16, 1997, the Company issued
1,000,000 shares to the Secretary-Treasurer in exchange for services
valued at $100.
(3) Subsequent events. In January, 1998, management of the Company
determined it was in the best interest of the shareholders to repurchase
1,000,000 shares of common stock from several shareholders at the
original issue price of $0.025 per share. The Company subsequently re-
sold these 1,000,000 shares for $25,000 in cash and filed form M-3
(Amendment to an originally accepted M-11) in New York. The Company
issued 2,800,000 shares of common stock to Sicor, Inc. in exchange for
agreements for $60,000 in cash and other consideration
On January 30, 1998, the founder of the Company resigned as President,
and Director and returned his 1,000,000 of founder's common stock to the
Company in exchange for a blanket indemnification. The Secretary-
Treasurer was elected additionally as President and as part of a capital
restructuring, returned 900,000 of his shares to the treasury. The
Corporate Counsel was granted 25,000 shares for $2.50 (par value) in
services.
On February 5, 1998, the Company executed a letter of intent to acquire all
of the issued and outstanding stock of NewSoft GmbH and to execute a
binding purchase agreement at a later date. The term of this letter of intent
has been extended to March 31, 1998. The purchase price is to be
$300,000 plus 500,000 shares of restricted stock in Sicor, Inc., and
550,000 shares of the Company. In addition, the principals of NewSoft
GmbH would receive 40% of the earnings before income tax of the
Company. The letter of intent further provides for 1,000,000 additional
shares of the Company to be issued in the event certain sales levels are
attained.
(4) Going Concern. As shown in the accompanying financial statements,
the Company incurred a net loss of $34,560 from September 15, 1997
through December 31, 1997. There were no revenues during the three and
one-half month period leaving cash in bank representing total assets of
$17,619 less liabilities of $1,979 resulting in a working capital balance of
$15,640. The ability of the Company to continue as a going concern is
dependent on locating a suitable merger partner and/or obtaining additional
capital and financing. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue
as a going concern.
REPORT OF INDEPENDENT AUDITORS
TO: The Board of Directors and Stockholders
Strategic Information Management Incorporated
West Palm Beach, Florida
We have audited the accompanying balance sheet of Strategic Information
Management Incorporated (a development stage enterprise) as of December
31, 1997
and the related statements of loss changes in stockholders' equity and cash
flows from
September 15, 1997 (inception) through December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our 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. We believe that our
audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Strategic Information
Management Incorporated as of December 31, 1997 and the results of its
operations and its cash flows from September 15, 1997 (inception) through
December 31, 1997 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepares assuming that the
Company will continue as a going concern. As discussed in note 4 to the
financial statements, the Company has suffered losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Management plans regarding those matters also are described in note 4. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Durland & Company, CPA's, PA
Durland & Comapny, CPAs, PA.
Palm Beach, Florida
February 18, 1998
PART III
ITEM 1. INDEX TO EXHIBITS
The following exhibits are filed with this Form 10-SB:
<TABLE>
<S> <C>
EXHIBIT # EXHIBIT NAME
- -------------- ----------------------
3(i) Certificate of Incorporation of Strategic Information
Management Incorporated and Amendments
3(ii) By-Laws of Strategic Information Management
Incorporated
23 Independent Auditor's Consent
24 Power of Attorney
27 Financial Date Schedule
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
STRATEGIC INFORMATION
MANAGEMENT INCORPORATED
By:/s/ William H. Luckman
-------------------------
William H. Luckman
President, Secretary,
Treasurer
And Director
Dated: February 27, 1998
ARTICLES OF INCORPORATION
OF
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
The undersigned incorporator hereby forms a
corporation under Chapter 607 of the laws of the
State of Florida.
ARTICLE I. NAME
--------------------------
The name of the corporation shall be:
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
The address of the principal office of this
corporation shall be 660 Madison Avenue, New York,
New York 10021 and the mailing address of the
corporation shall be the same.
ARTICLE II. NATURE OF BUSINESS
-------------------------------------------------
This corporation may engage or transact in any
or all lawful activities or business permitted
under the laws of the United States, the State of
Florida or any other state, country, territory or
nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that
this corporation is authorized to have outstanding
at any one time is 50,000,000 shares of common
stock having $0.0001 par value per share, and
10,000,000 shares of preferred stock.
ARTICLE IV. REGISTERED AGENT
------------------------------------------------
The street address of the initial registered
office of the corporation shall be 1201 Hays
Street, Tallahassee, Florida 32301, and the name of
the initial registered agent of the corporation at
that address is Corporation Service Company.
ARTICLE V. TERM OF EXISTENCE
-----------------------------------------------
This corporation is to exist perpetually.
ARTICLE VI. INCORPORATOR
-----------------------------------------
The name and street address of the
incorporator to these Articles of Incorporation:
Corporation Service Company
1201 Hays Street
Tallahassee, Florida 32301
The undersigned incorporator has executed
these Articles of Incorporation on September 15,
1997.
/S/ Karen B. Rozar
--------------------------------
Its Agent, KarenB. Rozar
Incorporator
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
ARTICLES I, III AND VII of the Articles of
Incorporation of STRATEGIC INFORMATION MANAGEMENT
INCORPORATED shall be amended to read as follows:
ARTICLE I. NAME
The name of the corporation shall be:
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
The address of principal office of this corporation
shall be 4255 Route 9, Suite D, Freehold, New
Jersey, 07728, and the mailing address of the
corporation shall be the same.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that
this corporation is authorized to have outstanding
at any one time is 50,000,000 shares of common
stock having .0001 par value per share and
10,000,000 shares of preferred stock having .0001
par value per share.
ARTICLE VII. DIRECTORS
All corporate powers shall be exercised by or
under the authority of, and the business and
affairs of the corporation managed under the
direction of its Board of Directors, subject to any
limitation set forth in these Articles of
Incorporation. This corporation shall have one
Director, initially.
The names and addresses of the initial members of
the Board of Directors are:
William H. Luckman 4255 Route 9,Suite D
Dir. Freehold, New Jersey 07728
All other paragraphs and articles of the
Articles of Incorporation shall remain unchanged.
The foregoing amendment was adopted by the
Incorporator without shareholder action because
shareholder action was not required.
The forgoing amendment was adopted on the 18th
day of September, 1997.
Corporation Service Company
/s/ Gail Shelby
------------------
By: Its Incorporator
Its Agent, Gail Shelby
BYLAWS
OF
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
ARTICLE I
SHAREHOLDERS
-----------------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the statements prescribed
by Section 607.0625 of the Florida Business Corporation Act ("Business
Corporation Act") and by any other applicable provision of law, must be
signed, either manually or in facsimile, by any one of the following officers:
the President, a Vice President, the Secretary, an Assistant Secretary, the
Treasurer, an Assistant Secretary, or by an officer designated by the Board
of Directors, and may bear the corporate seal or its facsimile. If the person
who signed, either manually or in facsimile, a share certificate no longer
holds office when the certificate is issued, the certificate is nevertheless
valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may:
issue fractions of a share or pay in money the fair value of fractions of
share: make arrangements, or provide reasonable opportunity, for any
person entitled to or holding a fractional interest in a share to sell such
fractional interest or to purchase such additional fractional interests as may
be necessary to acquire a full share; and issue scrip in registered or bearer
form, over the manual or facsimile signature of an officer of the
corporation or its agent, entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and must contain
the information required by of Section 607.0625 of the Business
Corporation Act. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends,
and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the
scrip provides for them. The Board of Directors may authorize the
issuance of scrip subject to any condition considered desirable, including
(a) that the scrip will become void if not exchanged for full shares before a
specified date; and (b) that the shares for which the scrip is exchangeable
may be sold and the proceeds paid to the scripholders.
3. SHARE TRANSFERS. Upon compliance with any
provisions restricting the transferability of shares that may be set forth in
the articles of incorporation, these Bylaws, or any written agreement in
respect thereof, transfers of shares of the corporation shall be made only on
the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, if any. Except as may be otherwise
provided by law or these Bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer
of shares shall be made for collateral security, and not absolutely, such fact,
if known to the Secretary of the corporation shall be so expressed in the
entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose
of determining shareholders entitled to notice of or to vote any meeting of
shareholders to demand a special meeting, or to take any other action, the
Board of Directors, of the corporation may fix a date as the record date for
any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days (120) days after the date fixed for the
original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "shareholder"
or "shareholders" refers to an outstanding share or shares and to a holder
or holders of record of outstanding shares when the corporation is
authorized to issue only on a class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or
holders of record of outstanding shares of any class upon which or upon
whom the articles of incorporation confer such rights where there are two
or more classes or series of shares or upon whom the Business Corporation
Act confers such rights notwithstanding that the articles of incorporation
may provide for more than one class or series of shares, one or more of
which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETING.
-TIME. The annual meeting shall be held on the date fixed
from time to time by the directors. A special meeting shall be held on the
date fixed from time to time by the directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.
-PLACE. Annual meetings and special meetings shall be held
at such place in or out of the State of Florida as the directors shall from
time to time fix.
-CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President , or the Secretary or by an officer instructed by the
directors or the President to call the meeting. Special meetings may be
called in like manner.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER
OF NOTICE . The corporation shall notify shareholders of the date, time,
and place of each annual and special shareholders' meeting. Such notice
shall be no fewer than ten or more than sixty days before the meeting date.
Unless the Business Corporation Act or the articles of incorporation
require otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting need not
include a description of the purpose or purposes for which the meeting is
called. Notice shall be given in the manner provided in Section 607.0141
of the Business Corporation Act, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. Notice of a special
meeting must include a description of the purpose or purposes for which
the meeting is called. Unless the Business Corporation Act or the articles
of incorporation require otherwise, the corporation is required to give
notice only to shareholders entitled to vote at the meeting. A shareholder
may waive any notice required by the Business Corporation Act, the
articles of incorporation, or the Bylaws before or after the date and time
stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; or waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
-VOTING LIST FOR MEETING. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group, with the address of and number and
class and series, if any of shares held by each shareholder. The
shareholders' list must be available for inspection by any shareholder, for a
period of ten days prior to the meeting or such sorter time as exists
between the record date and the meeting and continuing through the
meeting at the corporation's principal office, or at a place identified in the
meeting notice in the city where the meeting will be held, or at the office,
of the corporation's transfer agent or registrar. A shareholder, his agent or
attorney is entitled on written demand to inspect the list subject to the
requirements of Section 607.1602(3) of the Business Corporation Act, to
copy the list, during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his agent
or attorney is entitled to inspect the list at any time during the meeting or
any adjournment.
-CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in the order of
seniority and if present and acting - the Chairman of the Board, if any, the
Vice Chairman of the Board, if any, the President, a Vice President, if any,
or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the
corporation, or his absence, an Assistant Secretary, shall act as secretary of
every meeting, but, if neither the Secretary nor an Assistant Secretary is
present, the chairman of the meeting shall appoint a secretary of he
meeting.
-PROXY REPRESENTATION. A shareholder may appoint
a proxy to vote or otherwise act for him by signing an appointment from,
either personally or his attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent
authorized to tabulate votes. An appointment is valid for up to eleven
months, unless a longer period is expressly provided in the appointment
form. An appointment of a proxy is revocable by the shareholder unless
the anointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
-SHARES HELD BY NOMINEES. The corporation may
establish a procedure by which the beneficial owner of shares that are
registered in the name of a nominee is recognized by the corporation as the
shareholder. The extent of this recognition may be determined in the
procedure.
-QUORUM . Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of the votes
entitled to be cast on a matter by a voting a group constitutes a quorum o
that voting group for action on that matter. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.
-VOTING. Directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present. If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation or the Business Corporation Act
requires a greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Unless otherwise
provided in the articles of incorporation action required or permitted by the
provisions of the Business Corporation Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without
prior notice, and without a vote if the action is taken by the holders of
outstanding stock of each voting group entitled to vote thereon having not
less than the minimum number of votes with respect to each voting group
that would be necessary to authorize or take such action at a meeting at
which all voting groups and shares entitled to vote hereon were present and
voted. In order to be effective the action must be evidenced by one or
more written consents describing the action taken , dated and signed by
approving shareholders having the requisite number of each voting group
entitled to vote thereon, and delivered to the corporation by delivery to its
principal office in State of Florida, its principal place of business, the
corporate Secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the corporate
action referred to therein, unless within sixty days of the date of the earliest
dated consent delivered in the manner require by Section 607.0704 of the
Business Corporation Act, written consents signed by holders of shares
having the number of votes required to take action are delivered to the
corporation by delivery as set forth in Section 607.0704 of the Florida
Business Corporation Act. Action under thus paragraph be subject to the
requirements of Section 607.0704 of the Business Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation managed under the direction of, a Board of
Directors. The Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be
a shareholder, a citizen of the United States, or a resident of the State of
Florida. The initial Board of Directors shall consist of one person, which
shall be the number of directors until changed. Thereafter, the number of
directors shall not be less than one (1) nor more than ten (10). The number
of directors may be fixed or changed from time to time by the shareholders.
The number shall never be less than one.
3. TERMS AND VACANCIES. The Terms of the initial
directors of the corporation expire at the first shareholders' meeting at
which directors are elected. The terms of all other directors expire at the
next annual shareholders' meeting following their election. A decrease in
the number of directors does not shorten an incumbent director's term.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration
of a director's term, the director continues to serve until his successor is
elected and qualifies or until there is a decrease in the number of directors.
Whenever a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the numbers of directors, it may be filled by
the affirmative vote of a majority of the remaining directors, through less
than a quorum of the Board of Directors, or by the shareholders, unless the
articles of incorporation provide otherwise.
4. MEETINGS.
-TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
-PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Florida at such place as shall be fixed by
the Board.
-CALL. No call shall be required for regular meetings for
which time and place have been fixed. Special meetings may be called by
or at the direction of the Chairman of the Board, if any, the Vice Chairman
of the Board, if any, of the President, or of a unanimous decision by all of
the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.
Regular meetings of the Board of Directors may be held without notice of
the date, time, place, or purpose of the meeting. Written, or oral, notice of
the time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. The notice of a special
meeting need not describe the purpose of the meeting. Notice of a meeting
of the Board of Directors need not given to any director who signs a
waiver of notice of such meeting and a waiver of any and all objection 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 or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.
-QUORUM AND ACTION. A quorum of the Board of
Directors consists of a majority of the number of directors prescribed in or
fixed in accordance with these Bylaws. If a quorum is present when a vote
is taken, the affirmative vote of a unanimous vote of directors present is the
act of the Board of Directors. The Board of Directors may permit any or
all directors to participate in a regular or special meeting by, or conduct the
meeting through use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.
-CHAIRMAN OF THE MEETING. Meetings of the Board
of Directors shall be presided over by the following directors in the order
of seniority and if present and acting the Chairman of the Board, if any, the
Vice Chairman of the Board, if any, the President, or any other director
chosen by the Board.
5. REMOVAL OF DIRECTORS . The shareholders may
remove one or more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business Corporation Act.
6. 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 or in
the articles of incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such authority as may not
be delegated under the Business Corporation Act. Each committee may
have two or more members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823, and 607.0824 of
the Business Corporation Act, which govern meetings, notice and waiver
of notice, and quorum and voting requirements, apply to committees and
their members as well.
7. ACTION WITHOUT MEETING. Action required or
permitted by the Business Corporation Act to be taken at a Board of
Directors' meeting or committee meeting may be taken without a meeting if
the action is taken by all members of the Board or of the committee. The
action must be evidenced by one or more written consents describing the
action taken, signed by each director or committee member. Action taken
under this paragraph is effective when the last director signs the consent,
unless the consent specifies a different effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one
office in the corporation.
A duly appointed officer may appoint one or more officers or assistant
officers is authorized by the Board of Directors.
Each officer of the corporation has the authority and shall perform the
duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparation and custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation and the
name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.
INDEPENDENT AUDITOR'S CONSENT
Gentlemen:
We hereby consent to the use in this Registration Statement of Strategic
Information Management, Inc. in Form 10SB of our report dated February
18, 1998 on the financial statements of the company appearing in the
Registration Statement.
We also consent to the reference to our firm under the heading "Selected
Financial Data" and "Experts" in such Registration Statement.
s/s Durland & Company, CPA, P.A.
Durland & Company, CPA, P.A.
Palm Beach, Florida
March 2, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
director and officer whose signature appears below
constitutes and appoints Richard I. Anslow as such
person true and lawful attorney-in-fact and agent,
with full powers of substitution and re-
substitution, for such person in name, place and
stead, to sign in any and all amendments (including
post-effective amendments) to this Form 10-SB, in
any and all capacities, and to file the same, with
all exhibits thereto and all other documents in
connection therewith, with the Securities and
Exchange Commission, granting unto such attorney-
in-fact and agent, the full power and authority to
do and perform each and every act and thing
requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
such attorney-in-fact and agent, or any of them,
may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the
Securities Act of 1933, this Form 10-SB was sign by
the following person in the capacities and on the
date stated.
Signature Title Date
- ------------ ------ ------
/s/ William H. Luckman President, February 27, 1998
Secretary,
Treasurer and
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF DECEMBER 31, 1997 AND THE OPERATIONS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 17,619
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
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0
0
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</TABLE>
