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
DR. ABRAVANEL'S FORMULAS, INC.
NEVADA 95-4685068
------------ ------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
124 SOUTH HUDSON AVENUE, LOS ANGELES, CA 90004
- ----------------------------------------- ------------
Address of (Issuer's principal Executive offices (Zip code)
Issuer's Telephone Number: (213) 933-0163
Securities to be registered under Section 12(b) of the Act:
None None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered under Section 12(g) of the Act:
Par $.001 Common
<PAGE>
TABLE OF CONTENTS
Page
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
ITEM 3. DESCRIPTION OF PROPERTY
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
ITEM 6. EXECUTIVE COMPENSATION
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
ITEM 8. LEGAL PROCEEDINGS
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
ITEM 10. RECENT SALE OF UNREGISTERED SECURITIES
ITEM 11. DESCRIPTION OF SECURITIES
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 13. FINANCIAL STATEMENTS
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 15. FINANCIAL STATEMENTS AND INDEX
TO EXHIBITS
SIGNATURES
<PAGE>
ITEM 1 - DESCRIPTION OF BUSINESS
Dr. Abravanel's Formulas, Inc., a Nevada corporation (the "Company") is
a nutritional supplement development and marketing corporation. The Company was
incorporated on April 28, 1998 and is headquartered at 124 South Hudson Avenue,
Los Angeles, CA 90004.
INTRODUCTION AND BACKGROUND
The company has developed products under the guidance of its Chairman
and President, Elliot Abravanel, MD specifically for the reduction or
elimination of cravings in people. Dr. Abravanel believes that if a person's
cravings are reduced or eliminated, several benefits may result. Furthermore, by
reintroducing certain missing nutrients provided by plant derived colloidal
minerals, amino acids, vitamins, and certain herbs in the right amounts and
proportions, persons with physical or psychological health concerns may benefit.
Dr. Abravanel also believes it is the lack of these specific nutrients that give
rise to cravings that could result in many physical and psychological disorders
which include the following:
/bullet/ Weight problems
/bullet/ Greater susceptibility to stress
/bullet/ Mental and physical health problems
/bullet/ Drug and alcohol dependency
No scientific studies have been done on the Company's products, and the
Company makes no health claims for disease treatment of any kind. However, many
studies show that certain vitamin or mineral deficiencies produce certain
negative influences. For example, in respected peer-reviewed journals, copper
deficiencies have been shown to increase hair loss, chromium deficiency - sugar
cravings, and so on. All of the company's supplemental formulas provide general
benefits which may result in the following:
/bullet/ Greater energy
/bullet/ Greater alertness
/bullet/ Reduced aches and pains
/bullet/ A feeling of contentment or steadiness
/bullet/ Reduction or elimination of cravings
Dr. Abravanel believes the Company's products have enormous general
appeal and in most cases are significantly different from other nutritional
supplements on the market because they are:
/bullet/ Aimed toward reducing or eliminating craving.
/bullet/ The minerals which are a key ingredient are colloidal and
plant derived vs. metallic or chelated (as in the vast majority of
supplements) thus are believed to be more effectively and readily
absorbable by the body.
/bullet/ In most cases, discernable benefits can be noticed by most people in a
short period of time making it more likely that clients will continue
their use.
/bullet/ Each formula provides necessary amino acids, vitamins, minerals and
herbs (when necessary) for convenient consumption so that one product
instead of several has to be ingested.
/bullet/ A complementary Men's and Women's herbal formula will be introduced
in the future to
<PAGE>
provide additional benefits.
The Company's focus is on developing a monthly program versus one-time
orders; and therefore making it easier for the consumer to continue the use of
the Company's products.
All of the Company's supplement formulas are designed to assist in the
reduction or elimination of various cravings. The Company intends to initially
offer the following three formulas; however, the Company may choose to change
the names of the products prior to introducing them into the market place:
1. DR. ABRAVANEL'S SPECIAL FORMULA FOR WEIGHT LOSS for those who want to
lose weight.
1. DR. ABRAVANEL'S SPECIAL FORMULA FOR VIBRANT HEALTH, a general formula
providing benefits of greater energy, greater alertness, less aches and
pains, a feeling of contentment or steadiness, designed for those who
do not need to lose weight.
3. DR. ABRAVANEL'S SPECIAL FORMULA FOR MEAL REPLACEMENT. A special formula
to replace one meal a day. This formula contains a natural formulation
of plant-derived minerals and other nutrients, designed to reduce
cravings for sweets, starches and greasy foods.
The Company intends to use a wide range of marketing approaches with a
primary focus on direct response radio commercials, newspaper and magazine
advertisements, Internet and telemarketing sales and seminars with Dr. Abravanel
or one of the company's representatives. In addition, the Company may choose to
operate Kiosks in high foot traffic areas such as malls. Television and radio
commercials or infomercials may be used as well.
The Company may also develop a referral reward program. This will allow
customers to benefit financially by referring people to the company's product
line. The Company is not a multi-level or network marketing Company, however, it
may fall under laws and regulations governing network marketing due to its
reward program. The Company may elect to become a network or multi-level
marketing company in the future.
The Company will receive revenues from the direct sale of its products.
The Company may elect to license its product line by private label to other
nutrition companies, physicians for in office sales, or network marketing
companies.
The Company expects to work with experts in various advertising and
direct marketing fields to design and develop promotional campaigns. Initially,
the Company intends to contract out 800 or 900 telephone response sales to
respected calling centers as well as using reputable fulfillment houses for
delivery of the company's products to its customers.
The company is in the final stages of product development of its
initial line of supplements. The Company expects to have its initial products
developed and ready for market in early 1999.
Management believes that the Company's products are beneficial in that
most people can easily notice the results, especially the reduction or
elimination of various cravings and improved sense of well-being. The primary
focus of the Company's business plan is to bring these impact products to market
and introduce new life-enhancing products as they are developed.
<PAGE>
AGREEMENTS WITH DR. ABRAVANEL & MR. DELOTT
On April 28, 1998, the Company entered into a Transfer of Formula
Agreement by which the Company owns 100% of the rights of all formulas it
markets. These do not include, however, formulas that Dr. Abravanel has
developed that the Company does not market. Nor does this agreement prohibit Dr.
Abravanel from distributing his current and his future formulas that the Company
does not own through other venues if he so desires. In exchange for granting
worldwide ownership rights of the formulas to the Company, Dr. Abravanel and Mr.
Delott received 10,000,000 shares of the Company's common stock. The Agreement
also provided that Dr. Abravanel and Mr. Delott are to receive a payment
totaling $50,000 and that they have the right to purchase an additional
1,500,000 shares of common stock at $.001 per share, which right they have
exercised.
The Company currently has 2 employees, Dr. Abravanel and Mr. Delott,
both of whom are considered full time.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company was incorporated in the state of Nevada on April 28, 1998.
and is not currently operational. The Company's principal activities to date
have been the signing of the Technology Transfer Agreement with Dr. Abravanel
and Mr. Delott and the raising of capital through the sale of shares of the
Company's common stock. To date the Company has issued a total of 12,841,353
shares and received approximately $135,000.
The Company believes that it has sufficient funds to commence its
operations and that its current capital should enable the Company to operate for
one year. The Company believes that in order to achieve its business goals that
it will have to raise additional working capital within the next 12 months.
The Company does not intend to do any significant product research,
purchase or sell any plant or equipment and does not expect any significant
changes in the number of employees.
ITEM 3 - DESCRIPTION OF PROPERTY
The Company's office is currently located at the home of Dr. Abravanel,
who does not charge the Company for rent. The Company intends to open an office
when it commences operations and has sufficient revenues to pay rent.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of November 1, 1998, the Company had 12,841,353 shares of its Common
Stock issued
<PAGE>
and outstanding. The following table sets forth, as of November 1, 1998, the
beneficial ownership of the Company's Common Stock (i) by the only persons who
are known by the Company to own beneficially more than 5% of the Company's
Common Stock; (ii) by each director of the Company; and (iii) by all directors
and officers as a group.
Name and Amount and
address of nature of
Title of beneficial beneficial Percent of
class Owner owner class
Common Elliot Abravanel 5,750,000(1) 44.78%
124 South Hudson Avenue
Los Angles, CA 90004
Common Mark Delott 5,750,000(1) 44.78%
1946 Mansion Drive
Fairfield, IA 52556
All officers and
directors as a
group (2 persons) 11,500,000 89.56%
- --------------
(1) All the shares are owned directly by Mr. Abravanel and Mr. Delott and
they are the Company' sole officers and directors.
ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Directors and Executive Officers. The following Directors and Executive
Officers have served in their respective capacities since the Company was
incorporated.. None of the Directors hold similar positions in any reporting
company.
Elliot Abravanel, M.D., (age 56) has served as the Company's Chairman
of the Board of Directors and President since it inception. For over the last 10
years, Dr. Abravanel has served in the following capacities: (1) Founder and
president of Dr. Abravanel's Formulas, Inc., a vitamin and nutritional company
which creates formulas for the promotion of health; (2) Co-founder of Body Type
Services, Inc., a mail order business for disseminating the philosophy of body
types for weigh control; (3) Founder and president of Skinny Schools Medical
Centers, Inc., a nutrition oriented chain of weight control clinics; and (4)
from 1992 to the present, co-founder and director of AmerAsia Trading Company,
which is a trading company created to take advantage of the worldwide
opportunities of trading between the United States and China.
Mark Delott has served as a director, vice president, secretary and
treasurer of the Company
<PAGE>
since its inception. From 1991 to the present, Mr. Delott has served as a
private consultant raising venture capital for several companies. Mr. Delott
served as vice president of Golden Sky Ventures from , 1994 to 1996 and as vice
president of finance and a director of Infinicom International, Inc. from 1992
to 1994. Mr. Delott was also chairman of Arklow Associates, Inc., n/k/a Ultimate
Cigar Company form 1996 to 1997.
ITEM 6 - EXECUTIVE COMPENSATION
The Company has paid no salaries, bonus, options or other compensation to its
officers and directors. A compensation plan will be formulated at such time as
the Company has adequate revenues or capital to pay such compensation. The
Company does not compensate its Directors for their participation as directors.
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 28. 1998, the Company entered into a Transfer of Formula
Agreement pursuant to which the Company now owns 100% of the rights of all
formulas it markets. These do not include, however, formulas that Dr. Abravanel
has developed that the Company does not market. Nor does this agreement prohibit
Dr. Abravanel from distributing his current and his future formulas that the
Company does not own through other venues if he so desires. In exchange for
granting worldwide ownership rights of the formulas to the Company, Dr.
Abravanel and Mr. Delott received 10,000,000 shares of the Company's common
stock. The Agreement also provides that Dr. Abravanel and Mr. Delott will
receive a payment totaling $50,000. The Agreement further granted them the right
to purchase an additional 1,500,000 shares of common stock at $.001 per share,
which right they have exercised. The 1,5000,000 shares were issued pursuant to
Rule 701 of the Securities Act of 1933, as amended (the "Act"). Shares issued
pursuant to Rule 701, may become unrestricted 90 days after the effective date
of the Form 10-SB registration statement. However, such shares are subject to
the resale limitations of Rule 144 as promulgated under the Act. Rule 144
provides, in essence, that an officer or director of the Company holding
unrestricted Common Stock may sell such securities during any three-month
period, subject to certain exceptions, in amounts equal to the greater of one
percent (1%) of the number of the Company's Common Stock outstanding or the
average weekly trading volume of the Common Stock during the four calendar weeks
prior to the filing of the required Form 144. Rule 144 also permits, under
certain circumstances, the sale of securities without any quantity limitation by
a person who is not an affiliate of the Company and who has satisfied a two-year
holding period.
ITEM 8 - LEGAL PROCEEDINGS.
The Company is not subject to any legal proceedings. The Company is unaware
of any governmental authority that is contemplating any procedure to which the
Company is a participant.
ITEM 9 - MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
<PAGE>
To date there is no public trading market for the Company's securities.
The Company intends to apply for inclusion of the Common Shares on the Over the
Counter Electronic Bulletin Board. However, there can be no assurances that an
active trading market will develop, even if the securities are accepted for
quotation. Quotations on the OTC Bulletin Board reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
Holders of the Company's Common Stock are entitled to dividends when,
as and if declared by the Board of Directors out of funds legally available
therefore. The Company does not anticipate the declaration or payment of any
dividends in the foreseeable future.
The Company intends to retain earnings, if any, to finance the
development and expansion of its business. Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent upon
future earnings, if any, the Company's financial condition, capital
requirements, general business conditions and other factors. Therefore, there
can be no assurance that any dividends of any kind will ever be paid.
The Company registrar and transfer agent is Alpha Tech Stock Transfer
Company.
ITEM 10 - RECENT SALES OF UNREGISTERED SECURITIES
In a series of transactions between April 1998 and September 1998, the
Company issued common stock in several transactions.
Pursuant to the Technology Transfer Agreement, on April 28, 1998, the
Company issued 10,000,000 shares of "restricted" securities to Dr. Abravanel and
Mark Delott as that term is defined in Rule 144. In addition, on August 26,
1998, the Company issued Dr. Abravanel and Mark Delott 1,500,000 shares of
common stock pursuant to Rule 701 for $.001 per share.
Between May and September 1998, the Company sold 1,341,353 Shares of
its $.001 par value Common Stock at prices ranging from $0.1 - $0.20 per Common
Share for an aggregate of approximately $133,000 to 30 investors. These
investors purchased such securities pursuant to an exemption from registration
according to Regulation D, Rule 504 (the "Private Offering"). There were no
underwriters involved in the Private Offering and no commissions were paid nor
discounts given to any individual. The Company relied on Section 4(2) of the
Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504 of said
Act in the sale of its securities. All purchasers executed a Subscription
Agreement indicating they have such knowledge and experience in financial and
business matters that either alone or with a purchasers representative, they are
capable of evaluating the merits and risks of the investment. No purchasers used
a purchaser representative. None of the Company's Officers, Director or
affiliates participated in the aforesaid sale of securities. The shares in the
Rule 504 offering were sold to the following:
<PAGE>
Name of Shareholder Number of Shares Purchased
Amazing Family Trust 15,000
Rodgers Badgett 264,120
Charles Espy 100,000
William Hurlin 61,000
Jai Ram Corporation 30,000
Robert Johnson 50,000
David Kosene 33,127
Charlie Lieb 78,500
Eric Littman 35,000
Meta Group 136,500
Robert Rein 110,600
Gary Spitz 10,000
William Salerno 60,625
Jack Don Abravanel 25,000
Peter Berney 50,000
Isabel J. Cantera 5,000
Lane Cole 7,000
Susan Colin 100,000
Robin Costa 10,000
Walter DeVasier 7,000
Barbara Hedman 10,000
Harris E. Kaplan 6,667
Klemons Family L.P. 21,214
Jayne Littman 10,000
Adam Rein 10,000
Rachel Rein 10,000
Rebecca Simon 10,000
Jialian Wei 25,000
Jiazhen Wei 25,000
Guibao Xu 25,000
No underwriters were involved in any of the offerings and all current
offerings of the Company's securities have been completed. The Company used the
proceeds from the offerings for general working capital.
ITEM 11- DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 4 0,000,000 shares of Common
Stock, par value $.001 per share and 10,000,000 shares of preferred stock, $.001
par value. Holders of Common Shares are entitled to one vote per Common Share on
all matters to be voted on by Shareholders. The Common Shares do not have
cumulative voting rights. Therefore, holders of a majority of the Common
<PAGE>
Shares can elect all the members of the Board of Directors. A majority vote is
also sufficient for most other actions requiring the vote or concurrence of
Shareholders. The Company's Officers and Directors as a group (two persons) own
directly approximately 89.56% of the Issuer's capital stock. As such, these
individuals will be in a position to constitute a majority of the Shareholders
at any vote of shareholders including the election of Directors.
All Shares are entitled to share equally in dividends when and if
declared by the Board of Directors out of funds legally available therefore. It
is anticipated that the Company will not pay cash dividends on its Shares in the
foreseeable future. In the event of liquidation or dissolution of the Company,
whether voluntary or involuntary, holders of the Shares are entitled to share
equally in all assets of the Company legally available for distribution to
Shareholders. The holders of Shares have no preemptive or other subscription
rights to acquire authorized but unissued capital stock of the Company, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such Shares. All of the outstanding Shares of the Company are fully
paid and non assessable.
ITEM 12 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seven of the Company's Amended and Restated Articles of
Incorporation provide for the indemnification of Directors in that Directors of
this Corporation shall not be personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision or failure to
act, regarding corporate management or policy, by a director unless the director
breached or failed to perform his duties as Director. Such indemnification is
available to any person who was or is a party to any proceeding (other than an
action by, or in the right of, the corporation), by reason of the fact that he
or she is or was a Director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
ITEM 13. SEE ATTACHED FINANCIAL STATEMENTS
ITEM 14 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has never had any disagreements with its accountants.
<PAGE>
ITEM 15-FINANCIAL STATEMENTS AND EXHIBITS
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet
Statement of Shareholders' Equity
Statement of Operations
Statement of Cash Flows
Notes to Financial Statements
INDEX TO EXHIBITS
3 (i) Articles of Incorporation, as amended
3 (ii) By-Laws
10 (i) Technology Transfer Agreement and Agreement for Future Formulas
dated April 28, 1998.
23.1 Independent Auditor's Consent
27 Financial Data Schedule
<PAGE>
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.
DR. ABRAVANEL'S FORMULAS, INC
(Registrant)
By: /s/Elliot Abravanel, M.D.
----------------------------------------
Elliot Abravanel
Date: December 10, 1998
<PAGE>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Independent Auditor's Report
For the Period Ended August 31, 1998
<PAGE>
BALMER AND NELSON
CERTIFIED PUBUC ACCOUNTANTS
P.O. BOX 360
FAIRFIELD IOWA 52556
515-472-4773
INDEPENDENT AUDITOR'S REPORT
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Los Angeles, CA
We have audited the accompanying balance sheet of Dr. Abravanel's Formulas, Inc.
(a development stage company) as of August 31, 1998, and the related statements
of shareholders' equity, operations and cash flows for the period from April 28,
1998 (period of inception) to August 31, 1998. 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 Dr. Abravanel's Formulas, Inc.
(a development stage company) as of August 31, 1998 and the results of its
operations and its cash flows for the period April 28, 1998 (period of
inception) through August 31, 1998 in conformity with generally accepted
accounting principles.
/s/ Balmer and Nelson
- -----------------------------
Balmer and Nelson
Certified Public Accountants
March 1, 1997
<PAGE>
<TABLE>
<CAPTION>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Balance Sheet
August 31, 1998
ASSETS
<S> <C>
Current Assets
Cash $ 117,848
Subscriptions receivable - common stock 1,500
Inventory (note 1) 3,348
----------
Total current assets $ 122,696
Deferred taxes, net (note 4) 14,443
----------
Total assets $ 137,139
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable (note 5) $ 12,111
Contract payable (notes 2 and 5) 50,000
----------
Total liabilities 62,111
Shareholders' equity (note 3)
Common stock, $.001 par, authorized 40,000,000
shares; 12,775,728 shares issued and
outstanding 12,776
Common stock subscribed 1,500
Additional paid-in capital - common stock 115,083
Preferred stock, $.001 par, authorized 10,000,000
shares; 0 shares issued and outstanding 0
Deficit accumulated during the development stage (54,331)
----------
Total shareholders' equity 75,028
----------
Total liabilities and shareholders' equity $ 137,139
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Dr. Abravnel's Formulas, Inc.
(A Development Stage Company)
Statement of Shareholders' Equity
For the Four Month Period Ended August 31, 1998
and the Period from Inception (April 28, 1998) to August 31, 1998
<TABLE>
<CAPTION>
PERIOD FROM
FOUR MONTH INCEPTION
PERIOD ENDED (APRIL 28, 1998) TO
AUQUST 31, 1998 AUGUST 31, 1998
--------------- --------------------
<S> <C> <C>
Beginning balance $ _ $ _
Issuance of common stock:
10,000,000 shares on 4/28/98 10,000 10,000
(issued as partial consideration
for product formulas. Valued at
stock par value)
25,000 shares on 6/15/98 250 250
53,500 shares on 6/15/98 7,680 7,680
100,000 shares on 7/10/98 14,355 14,355
10,000 shares on 7/16/98 100 100
40,000 shares on 7/16/98 5,742 5,742
135,000 shares on 7/23/98 1,350 1,350
233,461 shares on 7/23/98 33,522 33,522
27,000 shares on 7/30/98 270 270
33,500 shares on 7/30/98 4,807 4,807
25,000 shares on 8/18/98 250 250
81,667 shares on 8/18/98 11,724 11,724
750,000 shares on 8/20/98 750 750
60,600 shares on 8/21/98 8,699 8,699
100,000 shares on 8/21/98 1,000 1,000
137,500 shares on 8/25/98 1,375 1,375
173,000 shares on 8/25/98 24,835 24,835
750,000 shares on 8/26/98 750 750
40,000 shares on 8/31/98 400 400
Common stock subscribed (10,000 shares) 1,500 1,500
Net loss (54,331) (54,331)
---------- --------
Balance at August 31, 1998 $ 75,028 $ 75,028
========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Statement of Operation
For the Four Month Period Ended
August 31, 1998 and the Period from Inception
(April, 28, 1998) to August 31, 1998
FOUR MONTH PERIOD FROM INCEPTION
PERIOD ENDED (APRIL 28, 1998) TO
AUGUST 31, 1998 AUGUST 31, 1998
----------------- ----------------------
<S> <C> <C>
Sales $ _ $ _
Cost of sales - _
--------- ---------
Gross profit _ _
--------- ---------
Costs and expenses:
General and administrative 8,774 8,774
Product development 60,000 60,000
--------- ---------
Total costs and expenses 68,774 68,774
--------- ---------
Net loss before income taxes (68,774) (68,774)
Income tax benefit attributable
to continuing operations (note 4) 14,443 14,443
--------- ---------
Net loss $ (54,331) $ (54,331)
========= =========
Net loss before income taxes per
share (note 1) $ (.01) $ (.01)
Net loss per share (note 1) $ (.01) $ (.01)
Weighted average common shares
(in thousands) (note 1) 10,374 10,374
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Four Month Period Ended August 31, 1998
and the Period from Inception (April, 28, 1998) to August 31, 1998
<S> <C> <C>
Supplemental cash flow disclosures;
Interest paid $ 0 $ 0
===== =====
Income taxes paid $ 0 $ 0
===== =====
Non cash transactions:
On April 28, 1998, 10,000,000 shares of common stock were issued as payment
for product formulas valued at $10,000.
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Statements of Cash Flows
Four Month Period Ended August 31, 1998
and the Period from Inception (April 28, 1998) to August 31, 1998
<TABLE>
<CAPTION>
PERIOD FROM
FOUR MONTH INCEPTION
PERIOD ENDED (APRIL 28, 1998
AUQUST 31, 1998 AUQUST 31, 1998
--------------- ---------------
<S> <C> <C>
Cash flow from operating activities
Net loss $ (54,331) $ (54,331)
Adjustments to reconcile net
income to net cash used in
operating activities:
Expenses paid with stock issue 10,000 10,000
Increase in deferred taxes (14,443) (14,443)
Changes in assets and liabilities:
Inventory (3,348) (3,348)
Accounts payable 12,111 12,111
Contract payable 50,000 50,000
--------------- ---------------
Net cash used by operations (11) (11)
Cash flows from financing activities
Issuance of common stock 117,859 117,859
--------------- ---------------
Net increase in cash 117,848 117,848
Cash at beginning of period - -
--------------- ---------------
Cash at end of period $ 117,848 $ 117,848
=============== ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Nature of business and summary of significant accounting
policies
NATURE OF BUSINESS - Dr. Abravanel's Formulas, Inc. was incorporated on April
28, 1998 in the state of Nevada. The Company was formed as a nutritional
supplement development and marketing corporation. The Company has developed
products specifically for the reduction or elimination of cravings in people.
As a development stage company, management's efforts have been in product
development and marketing strategies.
INVENTORIES - Inventories, which at August 31, 1998, consisted primarily of
production supplies, are stated at the lower of cost or market determined on the
first-in, first-out (fifo) basis.
INTANGIBLES - Start-up costs, research and development costs and formula costs
are charged to expense in the period incurred.
INCOME TAXES - The Company accounts for income taxes under the provisions of
SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual amounts could differ from those
estimates.
PER SHARE INFORMATION - Per share information has been computed using the
weighted average number of common shares outstanding during the period.
<PAGE>
Note 2 - Contract payable
Effective on April 28, 1998, the Company entered into an agreement to purchase
specific existing nutritional formulations as well as the non-exclusive use of
formulas to be developed in the future.
In exchange for the formulas the Company agreed to give 10,000,000 shares of
common stock, with a par value of $10,000, and $50,000 in cash. The stock was
issued on April 28, 1998, and the cash is to be paid in two installments:
$30,000 on or before September 15, 1998, and $20,000 on or after September 15,
1998, at a time which is at the discretion of the Company's board of directors.
Note 3 - Shareholders' equity
VOTING RIGHTS AND POWERS - Common stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the common stock standing in
his name.
DIVIDENDS AND DISTRIBUTIONS -
a) Cash dividends - subject to the rights of holders of preferred stock,
holders of common stock shall be entitled to receive such cash dividends
as may be declared thereon by the board of directors from time to time out
of assets or funds of the Corporation legally, available therefor;
b) Other dividends and distributions - The board of directors may issue
shares of the common stock in the form of a distribution or distributions
pursuant to a stock dividend or split-up of the shares of the common
stock;
c) Other rights - Except as otherwise required by the Nevada Revised Statutes
and as may otherwise be provided in these Amended Articles of
Incorporation, each share of the common stock shall have identical powers,
preferences and rights, including rights in liquidation;
PREFERRED STOCK - The powers, preferences, rights, qualifications, terms,
limitations and restrictions pertaining to the preferred stock, or any series
thereof, shall be such as may be fixed, from time to time, by the board of
directors in its sole discretion, authority to do so being hereby expressly
vested in bush board.
TRANSFER RESTRICTIONS - No sale, offer to sell, or transfer of any common stock
issued shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended with respect to such shares is then in effect
or an exemption from the registration requirements of said act is then in fact
applicable to said shares. In addition, all common stock issued at $.01 (500,000
shares) may not be sold, offered for sale, or transferred unless approved and
authorized in writing by the Company's board of directors.
<PAGE>
Note 4 - Income taxes
At August 31, 1998 the Company has available net operating loss carryforwards of
approximately $69,000. These carryforwards will expire in the year 2013. At
August 31, 1998, the Company recognized a deferred tax asset amounting to
$14,443 from its loss carryovers.
<TABLE>
<CAPTION>
<S> <C>
Total deferred tax assets $14,443
(from net operating loss carryovers)
Less valuation allowance _
-------
Deferred tax assets, net $14,443
=======
Total deferred tax liabilities $ _
=======
DEFERRED DEFERRED
TAX VALUATION TAX
ASSETS ALLOWANCE ASSETS (NET)
--------- ---------- ------------
<S> <C> <C> <C>
Beginning balance $ - $ - $ -
Current tax (expense) benefit 14,443 - 14,443
Current adjustment in valuation
allowance - - -
--------- ---------- ------------
Balance at August 31, 1998 $ 14,443 $ - $ 14,443
========= ========== ============
Statutory tax on pre-tax income from continuing
operations $ -
Deferred tax expense or (benefit) 14,443
Current adjustment in valuation allowance -
------------
Income tax expense (benefit) attributable
to continuing operations $ (14,443)
============
</TABLE>
Note 5 - Related party transactions
On April 28, 1998 the Company purchased certain nutritional formulations from
Elliot D. Abravanel, MD and Mark Delott, the only officers and directors of the
Company for $50,000 and 10,000,000 shares of common stock.
At August 31, 1998, the Company owed $12,111 to Mark Delott as reimbursements
for Company expenses.
<PAGE>
Note 6 - Contingencies
The Company is dependent on Dr. Elliot Abravanel for the development and
marketing of the Company's product line.
At August 31, 1998, the Company has cash deposits in excess of federally insured
limits with the Sanwa Bank of Alhambra, California. Deposits at the bank totaled
$117,848 at August 31, 1998.
Note 7 - Private placement memorandum
On July 9, 1998 the Company issued an offering memorandum in order to raise a
maximum of $225,000 in capital. A maximum of 1,500,000 shares of common stock
are to be sold at $.15 per share. As of August 31, 1998, 765,728 shares have
been issued and an additional 10,000 shares subscribed through the offering.
Since the minimum of $100,000 has been raised, the Company will close the
offering on September 30, 1998.
Subsequent to August 31, 1998, an additional 12,500 shares have been issued at
$.15 per share and 43,125 shares have been issued at $.20 per share.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- ------------
3 (i) Articles of Incorporation, as Amended
3 (ii) By-Laws
10 (i) Technology Transfer Agreement and Agreement
for Future Formulas dated April 28, 1998.
23.1 Independent Auditor's Consent
27 Financial Data Schedule
EXHIBIT 3.(i)
SECRETARY OF STATE
(STATE SEAL)
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that DR. ABRAVANEL'S FORMULAS, INC. did on APRIL 28, 1998, file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of Secretary of State of Nevada, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the Great Seal of State, at my office, in
Carson City, Nevada, on APRIL 29, 1998.
/s/ Dean Heller
--------------------------------------
Secretary of State
By /s/ Illegible
---------------------------------------
Certification Clerk
<PAGE>
ARTICLES OF INCORPORATION
OF
DR. ABRAVANEL'S FORMULAS, INC.
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the corporation)
is DR. ABRAVANEL'S FORMULAS, INC.
SECOND: The name of the corporation's resident agent in the State of
Nevada is CSC Services of Nevada, Inc., and the street address of the said
resident agent where process may be served on the corporation is 502 East John
Street, Carson City 89706. The mailing address and the street address of the
said resident agent are identical.
THIRD: The number of shares the corporation is authorized to issue is
two million, all of which are without nominal or par value. All such shares are
of one class and are designated as Common Stock.
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for the purchase of
shares of any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities, or obligations of the corporation, whether now
or hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
-1-
<PAGE>
FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director".
The number of members constituting the first Board of Directors of the
corporation is two; and the name and the post office box or street address,
either residence or business, of each of said members are as follows:
NAME ADDRESS
----- -------
Elliot D. Abravanel, MD 124 South Hudson Avenue
Los Angeles, CA 90004
Mark Delott 1946 Mansion Drive
Fairfield, IA 52556
The number of directors of the corporation may be increased or
decreased in the manner provided in the Bylaws of the corporation; provided,
that the number of directors shall never be less than one. In the interim
between election of directors by stockholders entitled to vote, all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
------ ---------
Margaret Timmins 375 Hudson Street, 11th Floor
New York, New York 10014
SIXTH: The corporation shall have perpetual existence. For tax and
agreement purposes, the effective date and time of the corporation's existence
is April 28, 1998 at 10:00 o'clock AM.
SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
of the State of Nevada, as the same may be amended and supplemented.
-2-
<PAGE>
EIGHTH: The nature of the business of the corporation and the objects
or the purposes to be transacted, promoted, or carried on by it are as follows,
provided that the corporation may engage in any other lawful activity: To sell
and distribute nutritional supplements based on the formulas developed by Elliot
Abravanel, M.D.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licenser or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal, and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof; to acquire by purchase or otherwise own, hold, lease,
mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition, or
improvement of any factories, shops, storehouses, buildings, and commercial and
retail establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works and any
interest or right therein; to take, lease, purchase, or otherwise acquire, and
to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and
otherwise handle, and deal in and dispose of, as principal, agent, broker, and
in any lawful capacity, such personal property, chattels, chattels real, rights,
easements, privileges, chases in action, notes, bonds, mortgages, and securities
as may lawfully be acquired, held, or disposed of; and to acquire, purchase,
sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management
-3-
<PAGE>
business as principal, agent, representative, contractor, subcontractor, and in
any other lawful capacity.
The foregoing provisions of this Article EIGHTH shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article EIGHTH, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall not carry on any
business or exercise any power in any state, territory, or country which under
the laws thereof the corporation may not lawfully carry on or exercise.
NINTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification for herein shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation
on April 23, 1998.
\s\ Margaret Timmins
-----------------------------------
Margaret Timmins
-4-
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 23rd day of April, 1998, personally appeared before me, a
Notary Public in and for the State and County aforesaid, Margaret Timmins, known
to me to be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that she executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first above
written.
/s/ Sharnik Rice
----------------------------------
Notary Public
SHARNIK RICE
Notary Public, State of New York
No. 01R15083875
Qualified in Westchester County
(Notarial Seal) Commission Expires August 25, 2001
<PAGE>
AMENDED AND RESTATED ARTICLES OF INCORPORATION
DR. ABRAVANEL'S FORMULAS, INC
Pursuant to the provisions of the General Corporation Law of the State of Nevada
the undersigned directors adopt the following Articles of Amendment to its
Articles of Incorporation:
The corporation has not issued any shares of stock, therefore there are no
shareholders. The corporation by the unanimous vote of its directors approve the
Amendment and Restatement of its Articles of Incorporation as follows, the date
of incorporation is April 28, 1998:
FIRST: The name of the corporation (hereinafter the "corporation") is DR.
ABRAVANEL'S FORMULAS, INC.
SECOND: The name of the corporation's resident agent in the State of Nevada is
CSC Services of Nevada, Inc., and the street address of the said resident agent
where process may be served on the corporation is 502 East John Street, Carson
City, NV 89705. The mailing address and the street address of the said resident
agent are identical.
THIRD: The number of shares the corporation is authorized to issue is
50,000,000 shares of stock, at $.001 per share par value described as follows:
1. CLASSES AND NUMBER OF SHARES. The total number of shares of all classes of
stock, which the Corporation shall have authority to issue is 50,000,000
shares, consisting of 40,000,000 shares of Common Stock. par value of
$.001 per share (the "Common Stock") and 10,000,000 shares of Preferred
Stock, par value of $.001 per share (the "Preferred Stock").
2. POWERS AND RIGHTS OF COMMON STOCK
(a) VOTING RIGHTS AND POWERS. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to
give consent, the holders of the outstanding shares of the Common Stock
shell be entitled to cast thereon one (1) vote in person or by proxy for
each share of the Common Stock standing in his name.
(b) DIVIDENDS AND DISTRIBUTIONS.
(i) CASH DIVIDENDS. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive such
cash dividends as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally
available therefor,
(ii) OTHER DIVIDENDS AND DISTRIBUTIONS. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or split-up of the shares
of the Common Stock;
(iii) OTHER RIGHTS. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Amended Articles
of Incorporation, each share of the Common Stock shall have
identical powers, preferences and rights, including rights in
liquidation;
3. PREFERRED STOCK. The powers, preferences, rights, qualifications, terms,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time, by the
Board of Directors in its sole discretion, authority to do so being hereby
expressly vested in such Board.
4. ISSUANCE OF THE COMMON STOCK AND THE PREFERRED STOCK. The Board of
Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the
<PAGE>
Common Stock and the Preferred Stock herein authorized in accordance with
the terms and conditions set forth in these Amended Articles of
Incorporation for such purposes, in such amounts, to such persons,
corporations, or entities, for such consideration and in the ease of the
Preferred Stock, in one or more series, all as the Board of Directors in
its discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors,
from time to time, also may authorize, by resolution, options, warrants
and other rights convertible into Common or Preferred stock (collectively
"securities"). The securities must be issued for such consideration,
including cash, property, or services, as the Board of Directors may deem
appropriate, subject to the requirement that the value of such
consideration be no less than the par value of the shares issued. Any
shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall
not be liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is not less
than the par value of the shares so issued. The Board of Directors may
issue shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or split-up of the shares of
the Common Stock only to the then holders of the outstanding shares of the
Common Stock.
5. CUMULATIVE VOTING. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of
stockholders of the Corporation.
6. DENY PREEMPTIVE RIGHTS. No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the
corporation proposes to grant for the purchase of shares of any class of
the corporation or for the purchase of any shares, bonds securities, or
obligations of the corporation which are convertible into or exchangeable
for, or which carry any rights, to subscribe for, purchase or otherwise
acquire shares of any class of the corporation; and any and all of such
shares, bonds, securities, or obligations of the corporation, whether now
or hereafter authorized, or created, may be issued or may be reissued or
transferred if the same have been reacquired and have treasury status, and
any and all of such rights and options may be granted by the Board of
Directors to such persons, firms, corporations and associations, and for
such lawful consideration, and on such terms as the Board of Directors in
its discretion may determine, without first offering the same, or any
thereof, to any said holder.
FOURTH: Purpose and Business
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
Nevada Revised Statutes of the State of Nevada, including, but not limited to
the following:
(a) The Corporation may at any time exercise such rights, privileges
and powers, when not inconsistent with the purposes and object
for which this Corporation is organized;
(b) the Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its affairs
would up according to law;
(c) the Corporation shall have power to sue and be sued in any court
of law or equity;
(d) the Corporation shall have power to make contracts;
(e) the Corporation shall have power to hold, purchase and convey
real and personal estate and to mortgage or lease any such real
and personal estate with its franchises. The power
<PAGE>
to hold real and personal estate shall include the power to take
the same by devise or bequest in the State of Nevada, or in any
other state, territory or country;
(f) the Corporation shall have power to appoint such officers and
agents as the affairs of the Corporation shall require and allow
them suitable compensation;
(g) the Corporation shall have power to make bylaws not inconsistent
with the constitution or laws of the United States, or of the
State of Nevada, for the management, regulation and governmnent
of its affairs and property, the transfer of its stock, the
transaction of its business and the calling and holding of
meetings of stockholders;
(h) the Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
(i) the Corporation shall have the power to adopt and use a common
seal or stamp, or not to use such seal or stamp and if one is
used, to alter the same. The use of a seal or stamp by the
Corporation on any corporate documents is not necessary. The
Corporation may use a seal or stamp, if it desires, but such use
or non-use shall not in any way affect the legality of the
document;
(j) the Corporation shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or
acquired, or for another lawful object;
(k) the Corporation shall have the power to guarantee, purchase,
hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock of, or any bonds,
securities or evidence of indebtedness created by any other
corporation or corporations of the State of Nevada, or any
other state or government and, while the owner of such stock,
bonds, securities or evidence of indebtedness, to exercise all
the rights, powers and privileges of ownership, including the
right to vote, if any;
(l) the Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefor its
capital, capital surplus, surplus or other property or fund;
(m) the Corporation shall have the power to conduct business, have
one or more offices and hold, purchase, mortgage and convey real
and peronal property in the State of Nevada and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia and any foreign country;
(n) the Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects
enumerated in its amended articles of incorporation, or any
further amendments thereof, or necessary or incidental to the
protection and benefit of the Corporation and, in general to
carry on any lawful business necessary or incidental to the
attainment of the purposes of the Corporation whether or not
such business is similar in nature to the purposes set forth
in the amended articles of incorporation of the Corporation,
or any amendment thereof;
(o) the Corporation shall have the power to make donations for the
public welfare or for charitable, scientific or educational
purposes;
<PAGE>
(p) the Corporation shall have the power to enter into general or
limited partnerships, joint ventures, syndicates, pools,
associations, and other arrangements for carrying on of one or
more of the purposes set forth in its Amended Articles of
Incorporation, jointly or in common with others;
(q) the Corporation shall have the power to carry on a general
mercantile, industrial, investing, and trading business in all
its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import,
license as licensor or licensee, lease as lessor or lessee,
distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant and
assign licensing arrangements, options, franchises, and other
rights in respect of, and generally deal in and with, at
wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, and in any other lawful
capacity, goods, wares, merchandise, commodities, and unimproved,
improved, finished, processed, and other real, personal, and
mixed property of any and all kinds, together with the
components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell or
otherwise dispose of, erect, construct, make alter, enlarge,
improve, and to aid or subscribe toward the construction,
acquisition or improvement of any factories, shops, storehouses,
buildings, and commercial and retail establishments of every
character, including all equipment, fixtures, machinery,
implements, and supplies necessary, or incidental to, or
connected with, any of the proposes or business of the
corporation; and generally to perform any and all acts connected
therewith or arising therefrom or incidental thereto, and all
acts proper or necessary for the purpose of the business;
(r) the Corporation shall have the power to engage generally in the
real estate business as principal, agent, broker, and in any
lawful capacity, and generally to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange,
lease, mortgage, work, clear, improve, develop, divide, and
otherwise handle, manage, operate, deal in, and dispose of real
estate, real property, lands, multiple-dwelling structures,
houses, buildings, and other works and any interest or right
therein; to take, lease, purchase, or otherwise acquire, and to
own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle and deal in and dispose of as
principal, agent, broker, and in any lawful capacity, such
personal property, chattels, chattels real, rights, easements,
privileges, choses in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held or disposed of and
to acquire, purchase, sell, assign, transfer, dispose of, and
generally deal in and with, as principal, agent, broker, and in
any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general
construction, contracting, building and realty management
business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity;
(s) the Corporation shall have the power to apply for, register,
obtain, purchase, lease, take licenses in respect of, or
otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect
of, manufacture under and to introduce, sell assign, mortgage,
pledge, or otherwise dispose of, and, in any manner deal with
and contract with reference to:
(i) inventions, devices, formulae, processes, and any
improvements and modification thereof;
(ii) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trademarks, trade
symbols, and other indications of origin and ownership
granted by or recognized under the laws of the United States
of America or of
<PAGE>
any state or subdivision thereof, or of any foreign country
or subdivision thereof, and all rights connected therewith
or appertaining thereunto;
(iii) franchises, licenses, grants and concessions.
(I) the Corporation shall beve the power to purchase or otherwise
acquire, and to hold, mortgage, pledge, sell, exchange or
otherwise dispose of, securities (which term, for the purpose of
this Article FOURTH, includes, without limitation of the
generality thereof, any shares of stock, bonds, debentures,
notes, mortgages, or other obligations, arm any certificates,
receipts, or other instruments representing rights to receive,
purchase, or subscribe for the same, or representing any other
rights or interests therein or in any property or assets) created
or issued by any persons, firms, associations, corporations, or
governments or subdivisions thereof; to make payment therefor in
any lawful manner, and to exercise, as owner or holder of any
securities, any and all rights, powers, and privileges in respect
thereof:
(u) the Corporation shall have the power to make, enter into,
perform, and carry out contracts of every kind and description
with any person, film, association, corporation, or government or
subdivision thereof;
(v) the Corporation shall have the power to acquire, by purchase,
exchange, or otherwise, all, or any part of, or any interest in,
the properties, assets, business, and good will of any one or
more persons, firms, associations, or corporations heretofore or
hereafter engaged in any business for which a corporation may now
or hereaafter be organized under the laws of the State of Nevada,
to pay for the same in cash, property or its own or other
securities; to hold, operate, reorganize, liquidate, sell, or in
any manner dispose of the whole or any part thereof; and in
connection therewith, to assume or guarantee performance of any
liabilities, obligations or contracts of such persons, firms,
associations, or corporations, and to conduct the whole or any
part of any business thus acquired;
(w) the Corporation shall have the power to lend its uninvested funds
from time to time to such extent, to such persons, firms,
associations, corporations, governments or subdivisions thereof,
and on such terms and on such security, if any, as the board of
Directors of the corporation may determune;
(x) the Corporation shall have the power to endorse or guarantee the
payment of principal, interest, or dividends, Upon and to
guarantee the performance of sinking fund or other obligations
of, any securities, and to guarantee in any way permitted by law
the performance of any of the contracts or other undertakings in
which the corporation may otherwise be or become interest, of any
persons, firm, association, corporation, government or
subdivision thereof, or of any other combination organization, or
entity whatsoever,
(y) the Corporation shall have the power to borrow money for any of
the purposes of the corporation from time to time, and without
limit as to amount; from time to time to issue and sell its own
securities in such amounts, on such terms and conditions, for
such purposes and for such prices, now or hereafter permitted by
the laws of the State of Nevada and by these Amendment of
Articles of Incorporation as the Board of Directors of the
corporation may determine; and to secure such securities by
mortgage upon, or the pledge of, or the conveyance or assignment
in trust of, the whole or any part of the properties, assets,
business, and good will of the corporation, then owned or
thereafter acquired;
<PAGE>
(z) the Corporation shall have the power to purchase, hold, cancel,
reissue, sell, exchange, transfer, or otherwise deal in, its own
securities from time to time to such an extent and in such manner
and upon such terms as the Board of Directors of the corporation
shall determine; provided that the corporation shall not use its
funds or property for the purchase of its own shares of capital
stock when such use would cause any impairment of its capital,
except to the extent permitted by law; and provided further that
shares of its own capital stock belonging to the corporation
shall not be voted upon directly or indirectly,
(aa) the Corporation shall have the power to organize or cause to be
organized under the laws of the State of Nevada, or of any other
state of the Untied States of America, or of the District of
Columbia, or of any territory, dependency, colony, or possession
of the United States of America, or of any foreign country, a
corporation or corporations for the purpose of transacting,
promoting, or carrying on any or all of the objects or purposes
for which the corporation is organized, and to dissolve, wind up,
liquidate, merge, or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged, or consolidated;
(bb) the Corporation shall have the power to conduct its business in
any and all of its branches and maintain offices both within and
without the State of Nevada, in any and all states of the United
States of America, in the District of Columbia, in any or all
territories, dependencies, colonies, or possession of the United
States of America, and in foreign countries; and
(cc) the Corporation shall have the power to such extent as a
corporation organized under the General Corporation Law of the
State of Nevada may now or hereafter lawfully do, to do, either
as principal or agent and either alone or in connection with
other corporations, firms, or individuals, all and everything
necessary, suitable, convenient or proper for, or in connection
with, or incident to, the accomplishment of any of the purposes
or the attainment of any one or more of the objects herein
enumerated, or designed directly or indirectly to promote the
interests of the corporation or to enhance the value of its
properties; and in general to do any and all things and exercise
any and all powers, rights, and privileges which a corporation
may now or hereafter be organized to do or to exercise under the
Glacial Corporation Law of the State of Nevada or under any act
amendatory thereof, supplemental thereto, or substituted
therefor.
The foregoing provisions of this Article FOURTH shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article FOURTH, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of these
Amended Articles of Incorporation; provided, that the corporation shall not
carry on any business or exercise any power in any state, territory, or country
which under the laws thereof the corporation may not lawfully carry on or
exercise.
FIFTH: Board of Directors. The name and address of the directors of the
Corporation are:
NAMES AND ADDRESSES:
Dr. Elliot Abravanel 124 South Hudson Ave.
Los Angeles, CA 90004
<PAGE>
Mark Delott 1946 Mansion Dr.
Fairfield, LA 52556
SIXTH: Term of Existence. The corporation shall have perpetual existence.
SEVENTH: Indemnification of Officers and Directors.
The corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as a person who has ceased to be a director, officer,
employee, or agent, and shall inure to the benefit of the heirs, executors and
administrators of such person.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving any act or omission of any
such director or officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a knowing violation of law,
(iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statues or,
(v) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
EIGHTH: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or
amend in any respect any provision contained in these Amended and Restated
Articles of Incorporation in the manner now or herafter prescribed by applicable
law and all rights conferred on stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, I do hereby execute these Amended and Restated
Articles of Incorporation on 9 day of JULY, 1998.
/s/ ELLIOT ABRAVANEL
----------------------------------------------
Elliot Abravanel, M.D., President and Director
/s/ MARK A. DELOTT
----------------------------------------------
Mark A. Delott, Secretary and Director
/s/ SHARNIK RICE
SHARNIK RICE
Notary Public, State of New York
No. 01215083875
Certified in Westchester County
Commission Expires August 25, 1999
<PAGE>
THIS FORM SHOULD ACCOMPANY AMENDED AND RESTATED ARTICLES
OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation Dr. Abravenel's Formulas, Inc.
2. Date of adoption of Amended and Restated Articles July 9, 1998
3. If the articles were amended, please indicate what changes have been made:
(a) Was there a name change? Yes [ ] No [X] If yes, what is the new name?
_________________________________________________________________________
(b) Did you change the resident agent? Yes [ ] No [X] If yes, please
indicate the new resident agent and address.
_________________________________________________________________________
_________________________________________________________________________
Please attach the resident agent acceptance certificate.
(c) Did you change the proposal? Yes [X] No [ ] Did you add Banking? [ ]
Gaming? [ ] Insurance? [ ] None of these? [X]
(d) Did you change the capital stock? Yes [X] No [ ] If yes, what is the
new capital stock:
50,000,000 shares at $.001
(e) Did you change the directors? Yes [ ] No [X] If yes, indicate the
change:
_________________________________________________________________________
(f) Did you add the directors liability provision? Yes [ ] No [X]
(g) Did you change the period of existence? Yes [ ] No [X] If yes, what is
the new existence?
_________________________________________________________________________
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles?
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
/s/ MARK DELOTT 7/16/98
- -------------------------------------------------- -------------------------
Name and Title of Officer Date
Mark Delott, Secretary
State of IOWA )
ss.
County of JEFFERSON )
On July 16, 1998, personally appeared before me, a Notary Public, Mark
Delott, who acknowledged that he executed the above instrument.
/s/ PAMELA OSBORN AUSMAN
------------------------------------
(Notary Stamp or SEAL) Notary Public
Pamela Osborn Ausman
My commission expires 4/6/2001.
EXHIBIT 3.(II)
BYLAWS
OF
DR. ABRAVANEL'S FORMULAS, INC.
(a Nevada corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of the
State of Nevada (General Corporation Law). If any such certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, a facsimile of the signature of the officers, the transfer
agent or the transfer clerk or the registrar of the corporation may be printed
or lithographed upon the certificate in lieu of the actual signatures. If any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any certificate or certifcates shall cease to
be such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, the certificate or
ccrtificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.
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<PAGE>
The corporation may issue a new certificate of stock in place of any
certificate therefore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARES INTERESTS. The corporaotion is not obliged to but
may execute and deliver a certificate for or including a fraction of a share. In
lieu of executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisons restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger 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 transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Dirctors may fix a new record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote
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<PAGE>
thereat or to consent or dissent in writing in lieu of a meeting, as the case
may be, the term "share" or "shares" or "share of stock" or "shares of stock"
or "stockholder" or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the Articles of Incorporation confers such rights
where there are two or more classes or series of shares of stock or upon which
or upon whom the General Corporation Law confers such rights notwithstanding
that the articles of incorporation may provide for more than one class or series
of shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class
or series which is otherwise denied voting rights under the provisions of the
Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time to
time, fix.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in
writing and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors must
designate. The notice must state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation. Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly authorized attorney, either before or
after the meeting; and whenever notice of any kind is required to be given under
the provisions of the Genera] Corporation Law, a waiver thereof in writing and
duly signed whether before or after the time stated therein, shall be deemed
equivalent thereto.
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<PAGE>
- CONDUCT OF MEETIING. Meetings of the stockholders sha11 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-Cbairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in 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 the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for him in any manner described in, or otherwise authorized
by, the provisions of Section 78.355 of the General Corporation Law.
- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. Stockholders holding at least a majority of the voting power
are necessary to constitute a quorum at a meeting of stockholders for the
transaction of business unless the action to be taken at the meeting shall
require a greater proportion. The stockholders present may adjourn the meeting
despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action shall be authorized by stockholders who hold at least a
majority of the voting power and are present at a meeting at which a quorum is
present, except where the General Corporation Law, the Articles of
Incorporation, or these Bylaws prescribe a different percentage of votes and/or
a different exercise of voting power. In the election of directors, voting
need not be by ballot; and, except
-4-
<PAGE>
as otherwise may be provided by the General Corporation Law, voting by ballot
shall not bc required for any other action.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at 1east a majority of
the voting power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorizcd by written
consent need a meeting of stockholders be called or noticed. Any written consent
shall be subject to the requirements of Section 78.320 of the General
Corporation Law and of any other applicable provision of law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation sha11 be managed by the Board of Directors of the corporation. The
Board of Directors shall have authority to fix the compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years
of age. A director need not be a stockholder or a resident of the State of
Nevada. The initial Board of Directors shall consist of two persons. Thereafter
the number of directors constituting the whole board shall be at least two.
Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the stockholders or of
the directors, or, if the number is not fixed, the number shall be two. The
number of directors may be increased or decreased by action of the stockholders
or of the directors.
3. ELECTION AND TERM. Directors may be elected in the manner prescribed
by the provisions of Sections 78.320 through 78.335 of the General Corporation
Law of Nevada. The first Board of Directors shall hold office until the first
election of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including
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<PAGE>
any vacancies resulting from the removal of directors for cause or without cause
by the stockholders and not filled by said stockholders, may be filled by the
vote of a majority of the remaining directors then in office, although less than
a quorum, or by the sole remaining director.
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. Meetings shall be held at such place within or without the
State of Nevada as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
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 majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeeting to another time and place. Except as the Articles of Incorporation or
these Bylaws may otherwise provide, and except as otherwise provided by the
General Corporation Law, the act of directors holding a majority of the voting
power of the directors, the directors present at a meeting at which a quorum is
present, is the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a telephone conference or similar method of
communication by which all persons
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<PAGE>
participating in the meeting hear each other. Participation in a meeting by said
means constitutes presence in person at the meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause in accordance with the provisions of the General
Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the Board
of Directors may designate one or more committees which have such powers and
duties as the Board shall determine. Any such committee, to the extent provided
in the resolution or resolutions of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.
7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or of the committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation must have a President, a Secretary, and a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.
2. OUALIFICATIONS. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director.
Any person may hold two or more offices, as the directors may
determine.
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<PAGE>
3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing
him, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen or until his
resignation or removal before the expiration of his term.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner detaining by the Board.
Any vacancy in any office may be filled by he Board of Directors or in
the manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in the
State of Nevada is the address of the initial resident agent of the corporation,
as set forth in the original Articles of Incorporation.
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles of
Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto. The
corporation shall also keep at said registered office a stock 1edger or a
duplicate stock ledger, revised annually, containing the names, alphalbetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
-8-
<PAGE>
The corporation shall have no corporate seal.
ARTICLE Vl
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change by the Board of Directors.
ARTICLE V11
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of Dr. Abravanel's Formulas, Inc., a Nevada corporation, as in effect
on the date hereof.
WITNESS my hand as secretary of the corporation.
Dated: April 28, 1998 at 10:00 A.M., P.S.T.
(Corporation has no seal) /s/ Mark Delott
-----------------------------------------
Mark Delott, Secretary of Dr. Abravanel's
Formulas, Inc.
-9-
EXHIBIT 10.(I)
TECHNOLGY TRANSFER AGREEMENT AND AGREEMENT FOR FUTURE FORMULAS
THIS AGREEMENT is made and entered into with an effective date of April 28, 1998
by and between Elliot D. Abravanel, M.D. and Mark Delott, collectively referred
to as Transferor, and Dr. Abravanel's Formulas, Inc., Transferee.
WHEREAS, Transferor represents and warrants that they hold the entire right
title and interest in and to specific nutritional formulations developed
expressly for Dr. Abravanel's Formulas, Inc. by Dr. Elliot Abravanel and Mark A.
Delott. The Formulas are described on attached Exhibit #1, hereinafter, "the
Formulas;"
Whereas, Dr. Abravanel and Mr. Delott agrees to continue to develop on a
non-exclusive basis, new formulas on a best efforts basis for the Company.
WHEREAS, Transferor has developed specific know-how based on practical
experience in employing Dr. Abravanel's Formulas, which know-how is of
commercial importance.
WHEREAS, Transferee is desirous of obtaining rights to Transferor's Formulas on
a non-exclusive basis, and Transferor is willing to grant such rights in
exchange for the issuance to them of 10,000,000 shares of common stock (par
value of $.001) and $50,000 in cash upon the terms and conditions recited in
this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the parties agree as follows:
ARTICLE I TRANSFEREE'S RIGHTS
(1). KNOW-HOW. Transferor transfers to Transferee the Formulas and all know-how
that Transferor now has with regard to the Formulas being transferred.
(2). TRANSFER OF KNOW-HOW. Transferor shall provide Transferee: knowledge about
the proper use and administration of the Formulas. Transferor will update such
information from time to time as necessary. Transferor shall provide general
technical assistance requested by Transferee when difficulties are experienced,
as well as routine checkups to verify the correctness of Transferee's
procedures.
(3). GOVERNMENT APPROVAL. Transferor shall assist Transferee in procuring,
extension of Transferor's approval of the technology and trademark to cover
Transferor's operations under this Agreement.
B. TRADEMARK RIGHTS.
(1). TRADEMARK LICENSE. Transferor will assist the transferee in obtaining
ownership of the trademark (when received).
(2). GRAPHICS. Transferor shall assist Transferee with the development of
graphics for the use of the trademark printed material.
ARTICLE 11 TRANSFEREE'S OBLIGATIONS
A. SALES PRICE. In exchange for the total ownership to the Formulas, Transferee
agrees to issue to Transferor 10,000,000 shares of common stock (par value of
$.001) and to pay $50,000 in cash, as follows: (i) $30,000 on or before
September 15, 1998; and $20,000,on or after September 15, 1998, the time of
payment to be in the discretion of the Company's Board of Directors.
<PAGE>
B. NOTICES. All notices under this Agreement shall be deemed effective as of the
date they are mailed, postpaid, to the last known address of the recipient.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and
year first above given.
TRANSFEROR:
/s/ Elliot D. Abravanel
- ------------------------
Elliot D. Abravanel, M.D.
/s/ Mark A. Delott
- ------------------------
Mark A. Delott
TRANSFEREE:
Dr. Abravanel's Formulas, Inc.
by /s/ Elliot D. Abravanel
- --------------------------
by /s/ Mark A. Delott
- --------------------------
Mark A. Delott, Secretary
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
December 8, 1998
Board of Directors
Dr. Abravanel's Formulas, Inc.
124 South Hudson Avenue
Los Angeles, CA 90004
We consent to the use in this Registration Statement of Dr. Abravanel's
Formulas, Inc. on Form SB-10 of our report dated August 31, 1998.
/s/ BALMER AND NELSON
- ----------------------------------
Balmer and Nelson
Fairfield, Iowa
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<PERIOD-END> DEC-31-1997
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