UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURTIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
FUJI ELECTROCELL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 33-0199082
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1600 E. DESERT INN RD., SUITE 102, LAS VEGAS, NV 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (702) 732-2253
REGISTRANT'S AGENT FOR SERVICE: DANIEL G. CHAPMAN, ESQ., 1600 E.
DESERT INN RD. #102, LAS VEGAS, NV 89109, (702) 732-2253
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
ITEM 1. BUSINESS
BACKGROUND
FUJI ELECTROCELL CORPORATION (THE "COMPANY") IS A NEVADA
CORPORATION FORMED ON SEPTEMBER 11, 1981. ITS PRINCIPAL PLACE OF
BUSINESS IS LOCATED AT 1600 E. DESERT INN RD., SUITE 102, LAS
VEGAS, NV 89109. THE COMPANY WAS ORIGINALLY NAMED CONTROLLED
COMBUSTION CORP. THE NAME WAS CHANGED TO FUJI ELECTROCELL
CORPORATION ON JUNE 25, 1986 IN CONNECTION WITH THE COMPANY
RECEIVING AN ASSIGNMENT OF THE RIGHT TO MARKET THE FUJI BRAND OF
BATTERIES IN THE UNITED STATES. THIS ASSIGNMENT TERMINATED ON
JULY 31, 1996 AND WAS NOT RENEWED.
THE PRIMARY ACTIVITY OF THE COMPANY CURRENTLY INVOLVES SEEKING A
COMPANY OR COMPANIES THAT IT CAN ACQUIRE OR WITH WHOM IT CAN
MERGE. THE COMPANY HAS NOT SELECTED ANY COMPANY FOR ACQUISITION
OR MERGER AND DOES NOT INTEND TO LIMIT POTENTIAL ACQUISITION
CANDIDATES TO ANY PARTICULAR FIELD OR INDUSTRY, BUT DOES RETAIN
THE RIGHT TO LIMIT ACQUISITION OR MERGER CANDIDATES, IF IT SO
CHOOSES, TO A PARTICULAR FIELD OR INDUSTRY. THE COMPANY'S PLANS
ARE IN THE CONCEPTUAL STAGE ONLY.
PLAN OF OPERATION - GENERAL
THE COMPANY'S PLAN IS TO SEEK, INVESTIGATE AND, IF SUCH
INVESTIGATION WARRANTS, ACQUIRE AN INTEREST IN ONE OR MORE
BUSINESS OPPORTUNITIES PRESENTED TO IT BY PERSONS OR FIRMS WHO OR
WHICH DESIRE TO SEEK THE PERCEIVED ADVANTAGES OF A PUBLICLY HELD
CORPORATION. AT THIS TIME, THE COMPANY HAS NO PLAN, PROPOSAL,
AGREEMENT, UNDERSTANDING OR ARRANGEMENT TO ACQUIRE OR MERGE WITH
ANY SPECIFIC BUSINESS OR COMPANY, AND THE COMPANY HAS NOT
IDENTIFIED ANY SPECIFIC BUSINESS OR COMPANY FOR INVESTIGATION AND
EVALUATION. NO MEMBER OF MANAGEMENT OR PROMOTER OF THE COMPANY
HAS HAD ANY MATERIAL DISCUSSIONS WITH ANY OTHER COMPANY WITH
RESPECT TO ANY ACQUISITION FOR THAT COMPANY. THE COMPANY WILL NOT
RESTRICT ITS SEARCH TO ANY SPECIFIC BUSINESS, INDUSTRY OR
GEOGRAPHICAL LOCATION, AND THE COMPANY MAY PARTICIPATE IN
BUSINESS VENTURE OF VIRTUALLY ANY KIND OR NATURE. THE DISCUSSION
OF THE PROPOSED BUSINESS UNDER THIS CAPTION AND THROUGHOUT THIS
REGISTRATION STATEMENT IS PURPOSEFULLY GENERAL AND IS NOT MEANT
TO BE RESTRICTIVE OF THE COMPANY'S VIRTUALLY UNLIMITED DISCRETION
TO SEARCH FOR AND ENTER INTO POTENTIAL BUSINESS OPPORTUNITIES.
THE COMPANY'S POTENTIAL SUCCESS IS HEAVILY DEPENDENT ON THE
COMPANY'S MANAGEMENT, WHICH WILL HAVE VIRTUALLY UNLIMITED
DISCRETION IN SEARCHING FOR AND ENTERING INTO A BUSINESS
OPPORTUNITY. NONE OF THE OFFICERS AND DIRECTORS OF THE COMPANY
HAS HAD ANY EXPERIENCE IN THE PROPOSED BUSINESS OF THE COMPANY.
MANAGEMENT ANTICIPATES THAT IT WILL ONLY PARTICIPATE IN ONE
POTENTIAL BUSINESS VENTURE. THIS LACK OF DIVERSIFICATION SHOULD
BE CONSIDERED A SUBSTANTIAL RISK IN INVESTING IN THE COMPANY
BECAUSE IT WILL NOT PERMIT THE COMPANY TO OFFSET POTENTIAL LOSSES
FROM ONE VENTURE AGAINST GAINS FROM ANOTHER.
THE COMPANY MAY SEEK A BUSINESS OPPORTUNITY WITH A FIRM WHICH
ONLY RECENTLY COMMENCED OPERATIONS, OR A DEVELOPING COMPANY IN
NEED OF ADDITIONAL FUNDS FOR EXPANSION INTO NEW PRODUCTS OR
MARKETS OR SEEKING TO DEVELOP A NEW PRODUCT OR SERVICE, OR AN
ESTABLISHED BUSINESS WHICH MAY BE EXPERIENCING FINANCIAL OR
OPERATING DIFFICULTIES AND NEEDS ADDITIONAL CAPITAL WHICH IS
PERCEIVED TO BE EASIER TO RAISE BY A PUBLIC COMPANY. IN SOME
INSTANCES, A BUSINESS OPPORTUNITY MAY INVOLVE THE ACQUISITION OR
MERGER WITH A CORPORATION WHICH DOES NOT NEED SUBSTANTIAL
ADDITIONAL CASH BUT WHICH DESIRES TO ESTABLISH A PUBLIC TRADING
MARKET FOR ITS COMMON STOCK. THE COMPANY MAY PURCHASE ASSETS AND
ESTABLISH WHOLLY-OWNED SUBSIDIARIES IN VARIOUS BUSINESSES OR
PURCHASE EXISTING BUSINESSES AS SUBSIDIARIES.
THE COMPANY ANTICIPATES THAT THE SELECTION OF A BUSINESS
OPPORTUNITY IN WHICH TO PARTICIPATE WILL BE COMPLEX AND EXTREMELY
RISKY. BECAUSE OF GENERAL ECONOMIC CONDITIONS, RAPID
TECHNOLOGICAL ADVANCES BEING MADE IN SOME INDUSTRIES, AND
SHORTAGES OF AVAILABLE CAPITAL, MANAGEMENT BELIEVES THAT THERE
ARE NUMEROUS FIRMS SEEKING THE BENEFITS OF A PUBLICLY-TRADED
CORPORATION. SUCH PERCEIVED BENEFITS OF A PUBLICLY TRADED
CORPORATION MAY INCLUDE FACILITATING OR IMPROVING THE TERMS ON
WHICH ADDITIONAL EQUITY FINANCING MAY BE SOUGHT, PROVIDING
LIQUIDITY FOR THE PRINCIPALS OF A BUSINESS, CREATING A MEANS FOR
PROVIDING INCENTIVE STOCK OPTIONS OR SIMILAR BENEFITS TO KEY
EMPLOYEES, PROVIDING LIQUIDITY (SUBJECT TO RESTRICTIONS OF
APPLICABLE STATUES) FOR ALL SHAREHOLDERS, AND OTHER FACTORS.
POTENTIALLY AVAILABLE BUSINESS OPPORTUNITIES MAY OCCUR IN MANY
DIFFERENT INDUSTRIES AND AT VARIOUS STAGES OF DEVELOPMENT, ALL OF
WHICH WILL MAKE THE TASK OF COMPARATIVE INVESTIGATION AND
ANALYSIS OF SUCH BUSINESS OPPORTUNITIES EXTREMELY DIFFICULT AND
COMPLEX.
AS IS CUSTOMARY IN THE INDUSTRY, THE COMPANY MAY PAY A FINDER'S
FEE FOR LOCATING AN ACQUISITION PROSPECT. IF ANY SUCH FEE IS
PAID, IT WILL BE APPROVED BY THE COMPANY'S BOARD OF DIRECTORS AND
WILL BE IN ACCORDANCE WITH THE INDUSTRY STANDARDS. SUCH FEES ARE
CUSTOMARILY BETWEEN 1% AND 5% OF THE SIZE OF THE TRANSACTION,
BASED UPON A SLIDING SCALE OF THE AMOUNT INVOLVED. SUCH FEES ARE
TYPICALLY IN THE RANGE OF 5% ON A $1,000,000 TRANSACTION RATABLY
DOWN TO 1% IN A $4,000,000 TRANSACTION. MANAGEMENT HAS ADOPTED A
POLICY THAT SUCH A FINDER'S FEE OR REAL ESTATE BROKERAGE FEE
COULD, IN CERTAIN CIRCUMSTANCES, BE PAID TO ANY EMPLOYEE,
OFFICER, DIRECTOR OR 5% SHAREHOLDER OF THE COMPANY, IF SUCH
PERSON PLAYS A MATERIAL ROLE IN BRINGING A TRANSACTION TO THE
COMPANY.
AS PART OF ANY TRANSACTION, THE ACQUIRED COMPANY MAY REQUIRE THAT
MANAGEMENT OR OTHER STOCKHOLDERS OF THE COMPANY SELL ALL OR A
PORTION OF THEIR SHARES TO THE ACQUIRED COMPANY, OR TO THE
PRINCIPALS OF THE ACQUIRED COMPANY. IT IS ANTICIPATED THAT THE
SALES PRICE OF SUCH SHARES WILL BE LOWER THAN THE CURRENT MARKET
PRICE OR ANTICIPATED MARKET PRICE OF THE COMPANY'S COMMON STOCK.
THE COMPANY'S FUNDS ARE NOT EXPECTED TO BE USED FOR ANY STOCK
PURCHASE FROM INSIDERS. THE COMPANY'S SHAREHOLDERS WILL NOT BE
PROVIDED THE OPPORTUNITY TO APPROVE OR CONSENT TO SUCH SALE. THE
OPPORTUNITY TO SELL ALL OR A PORTION OF THEIR SHARES IN
CONNECTION WITH AN ACQUISITION MAY INFLUENCE MANAGEMENT'S
DECISION TO ENTER INTO A SPECIFIC TRANSACTION. HOWEVER,
MANAGEMENT BELIEVES THAT SINCE THE ANTICIPATED SALES PRICE WILL
BE LESS THAN THE MARKET VALUE, THE POTENTIAL OF A STOCK SALE BY
MANAGEMENT WILL BE A MATERIAL FACTOR IN THEIR DECISION TO ENTER A
SPECIFIC TRANSACTION.
THE ABOVE DESCRIPTION OF POTENTIAL SALES OF MANAGEMENT STOCK IS
NOT BASED UPON ANY CORPORATE BYLAW, SHAREHOLDER OR BOARD
RESOLUTION, OR CONTRACT OR AGREEMENT. NO OTHER PAYMENTS OF CASH
OR PROPERTY ARE EXCEPTED TO BE RECEIVED BY MANAGEMENT IN
CONNECTION WITH ANY ACQUISITION.
THE COMPANY HAS NOT FORMULATED ANY POLICY REGARDING THE USE OF
CONSULTANTS OR OUTSIDE ADVISORS, BUT DOES NOT ANTICIPATE THAT IT
WILL USE THE SERVICE OF SUCH PERSONS.
THE COMPANY HAS INSUFFICIENT CAPITAL WITH WHICH TO PROVIDE THE
OWNERS OF BUSINESS OPPORTUNITIES WITH ANY SIGNIFICANT CASH OR
OTHER ASSETS. HOWEVER, MANAGEMENT BELIEVES THE COMPANY WILL OFFER
OWNERS OF BUSINESS OPPORTUNITIES THE OPPORTUNITY TO ACQUIRE A
CONTROLLING OWNERSHIP INTEREST IN A PUBLIC COMPANY AT
SUBSTANTIALLY LESS COST THAN IS REQUIRED TO CONDUCT AN INITIAL
PUBLIC OFFERING. THE OWNERS OF THE BUSINESS OPPORTUNITIES WILL,
HOWEVER, INCUR SIGNIFICANT POST-MERGER OR ACQUISITION
REGISTRATION COSTS IN THE EVENT THEY WISH TO REGISTER A PORTION
OF THEIR SHARES FOR SUBSEQUENT SALE. THE COMPANY WILL ALSO INCUR
SIGNIFICANT LEGAL AND ACCOUNTING COSTS IN CONNECTION WITH THE
ACQUISITION OF A BUSINESS OPPORTUNITY, INCLUDING THE COSTS OF
PREPARING POST-EFFECTIVE AMENDMENTS, FORMS 8-K, AGREEMENTS, AND
RELATED REPORTS AND DOCUMENTS. NEVERTHELESS, THE OFFICERS AND
DIRECTORS OF THE COMPANY HAVE NOT CONDUCTED MARKET RESEARCH AND
ARE NOT AWARE OF STATISTICAL DATA WHICH WOULD SUPPORT THE
PERCEIVED BENEFITS OF A MERGER OR ACQUISITION TRANSACTION FOR THE
OWNERS OF A BUSINESS OPPORTUNITY. THE COMPANY DOES NOT INTEND TO
MAKE ANY LOANS TO ANY PROSPECTIVE MERGER OR ACQUISITION
CANDIDATES OR TO UNAFFILIATED THIRD PARTIES.
SOURCES OF OPPORTUNITIES
THE COMPANY ANTICIPATES THAT BUSINESS FOR POSSIBLE ACQUISITION
WILL BE REFERRED BY VARIOUS SOURCES, INCLUDING ITS OFFICERS AND
DIRECTORS, PROFESSIONAL ADVISORS, SECURITIES BROKER-DEALERS,
VENTURE CAPITALISTS, MEMBERS OF THE FINANCIAL COMMUNITY, AND
OTHERS WHO MAY PRESENT UNSOLICITED PROPOSALS.
THE COMPANY WILL SEEK A POTENTIAL BUSINESS OPPORTUNITY FROM ALL
KNOWN SOURCES, BUT WILL RELY PRINCIPALLY ON PERSONAL CONTACTS OF
ITS OFFICERS AND DIRECTORS AS WELL AS INDIRECT ASSOCIATIONS
BETWEEN THEM AND OTHER BUSINESS AND PROFESSIONAL PEOPLE. IT IS
NOT PRESENTLY ANTICIPATED THAT THE COMPANY WILL ENGAGE
PROFESSIONAL FIRMS SPECIALIZING IN BUSINESS ACQUISITIONS OR
REORGANIZATIONS.
THE OFFICERS AND DIRECTORS OF THE COMPANY ARE CURRENTLY EMPLOYED
IN OTHER POSITIONS AND WILL DEVOTE ONLY A PORTION OF THEIR TIME
(NOT MORE THAN ONE HOUR PER WEEK) TO THE BUSINESS AFFAIRS OF THE
COMPANY, UNTIL SUCH TIME AS AN ACQUISITION HAS BEEN DETERMINED TO
BE HIGHLY FAVORABLE, AT WHICH TIME THEY EXPECT TO SPEND FULL-TIME
INVESTIGATING AND CLOSING ANY ACQUISITION FOR A PERIOD OF TWO
WEEKS. IN ADDITION, IN THE FACE OF COMPETING DEMANDS FOR THEIR
TIME, THE OFFICERS AND DIRECTORS MAY GRANT PRIORITY TO THEIR FULL-
TIME POSITIONS RATHER THAN TO THE COMPANY.
IN ADDITION, THE OFFICERS AND DIRECTORS MAY HAVE INTERESTS IN
OTHER PUBLIC COMPANIES WITH SIMILAR CORPORATE GOALS, OR IN OTHER
PRIVATE COMPANIES SEEKING TO COMBINE WITH A PUBLIC COMPANY SUCH
AS THIS COMPANY. THE OFFICERS AND DIRECTORS INTEND TO CONDUCT
THEIR SEARCH AND EVALUATE CANDIDATES ON AN ARMS' LENGTH BASIS,
AND WILL DISCLOSE ANY INTEREST THEY MAY HAVE IN A POTENTIAL
TARGET. WITH RESPECT TO INTERESTS THEY HAVE IN OTHER COMPANIES
THAT MAY HAVE COMPETING GOALS WITH THIS COMPANY, THE OFFICERS AND
DIRECTORS FEEL THAT THERE ARE A SUFFICIENT NUMBER OF ATTRACTIVE
TARGETS TO ENABLE THEM TO SATISFY THE GOALS OF THIS AND THOSE
OTHER COMPANIES WITHOUT FAVORING EITHER COMPANY. THERE IS, OF
COURSE, A RISK THAT ONE OF THE TARGETS MAY END UP BECOMING MORE
SUCCESSFUL THAN THE TARGET THAT COMBINES INTO THIS COMPANY, OR
THAT THE TARGET THAT COMBINES WITH THIS COMPANY DOES NOT ACHIEVE
SUCCESS. THAT IS THE TYPE OF RISK, HOWEVER, THAT AN INVESTOR CAN
REDUCE BY DIVERSIFICATION OF HIS OR HER INVESTMENT.
EVALUATION OF OPPORTUNITIES
THE ANALYSIS OF NEW BUSINESS OPPORTUNITIES WILL BE UNDERTAKEN BY
OR UNDER THE SUPERVISION OF THE OFFICERS AND DIRECTORS OF THE
COMPANY (SEE "MANAGEMENT"). MANAGEMENT INTENDS TO CONCENTRATE ON
IDENTIFYING PROSPECTIVE BUSINESS OPPORTUNITIES WHICH MAY BE
BROUGHT TO ITS ATTENTION THROUGH PRESENT ASSOCIATIONS WITH
MANAGEMENT. IN ANALYZING PROSPECTIVE BUSINESS OPPORTUNITIES,
MANAGEMENT WILL CONSIDER SUCH MATTERS AS THE AVAILABLE TECHNICAL,
FINANCIAL AND MANAGERIAL RESOURCES; WORKING CAPITAL AND OTHER
FINANCIAL REQUIREMENTS; HISTORY OF OPERATION, IF ANY; PROSPECTS
FOR THE FUTURE; PRESENT AND EXPECTED COMPETITION; THE QUALITY AND
EXPERIENCE OF MANAGEMENT SERVICES WHICH MAY BE AVAILABLE AND THE
DEPTH OF THAT MANAGEMENT; THE POTENTIAL FOR FURTHER RESEARCH,
DEVELOPMENT OR EXPLORATION; SPECIFIC RISK FACTORS NOT NOW
FORESEEABLE BUT WHICH THEN MAY BE ANTICIPATED TO IMPACT THE
PROPOSED ACTIVITIES OF THE COMPANY; THE POTENTIAL FOR GROWTH OR
EXPANSION; THE POTENTIAL FOR PROFIT; THE PERCEIVED PUBLIC
RECOGNITION OR ACCEPTANCE OF PRODUCTS, SERVICES OR TRADES; NAME
IDENTIFICATION; AND OTHER RELEVANT FACTORS. OFFICERS AND
DIRECTORS OF EACH COMPANY WILL MEET PERSONALLY WITH MANAGEMENT
AND KEY PERSONNEL OF THE FIRM SPONSORING THE BUSINESS OPPORTUNITY
AS PART OF THEIR INVESTIGATION. TO THE EXTENT POSSIBLE, THE
COMPANY INTENDS TO UTILIZE WRITTEN REPORTS AND PERSONAL
INVESTIGATION TO EVALUATE THE ABOVE FACTORS. THE COMPANY WILL NOT
ACQUIRE OR MERGE WITH ANY COMPANY FOR WHICH AUDITED FINANCIAL
STATEMENTS CANNOT BE OBTAINED.
IT MAY BE ANTICIPATED THAT ANY OPPORTUNITY IN WHICH THE COMPANY
PARTICIPATES WILL PRESENT CERTAIN RISKS. MANY OF THESE RISKS
CANNOT BE ADEQUATELY IDENTIFIED PRIOR TO SELECTION OF THE
SPECIFIC OPPORTUNITY, AND THE COMPANY'S SHAREHOLDERS MUST,
THEREFORE, DEPEND ON THE ABILITY OF MANAGEMENT TO IDENTIFY AND
EVALUATE SUCH RISK. IN THE CASE OF SOME OF THE OPPORTUNITIES
AVAILABLE TO THE COMPANY, IT MAY BE ANTICIPATED THAT THE
PROMOTERS THEREOF HAVE BEEN UNABLE TO DEVELOP A GOING CONCERN OR
THAT SUCH BUSINESS IS IN ITS DEVELOPMENT STAGE IN THAT IT HAS NOT
GENERATED SIGNIFICANT REVENUES FROM ITS PRINCIPAL BUSINESS
ACTIVITIES PRIOR TO THE COMPANY'S PARTICIPATION. THERE IS A RISK,
EVEN AFTER THE COMPANY'S PARTICIPATION IN THE ACTIVITY AND THE
RELATED EXPENDITURE OF THE COMPANY'S FUNDS, THAT THE COMBINED
ENTERPRISES WILL STILL BE ABLE TO BECOME A GOING CONCERN OR
ADVANCE BEYOND THE DEVELOPMENT STAGE. MANY OF THE OPPORTUNITIES
MAY INVOLVE NEW AND UNTESTED PRODUCTS, PROCESSES, OR MARKET
STRATEGIES WHICH MAY NOT SUCCEED. SUCH RISKS WILL BE ASSUMED BY
THE COMPANY AND, THEREFORE, ITS SHAREHOLDERS.
THERE IS THE ADDITIONAL RISK THAT THE COMPANY WILL NOT FIND A
SUITABLE TARGET. MANAGEMENT DOES NOT BELIEVE THE COMPANY WILL
GENERATE REVENUE WITHOUT FINDING AND COMPLETING A TRANSACTION
WITH A SUITABLE TARGET COMPANY. IF NO SUCH TARGET IS FOUND,
THEREFORE, NO RETURN ON AN INVESTMENT IN THE COMPANY WILL BE
REALIZED, AND THERE WILL NOT, MOST LIKELY, BE A MARKET FOR THE
COMPANY'S STOCK.
THE COMPANY WILL NOT RESTRICT ITS SEARCH FOR ANY SPECIFIC KIND OF
BUSINESS, BUT MAY ACQUIRE A VENTURE WHICH IS IN ITS PRELIMINARY
OR DEVELOPMENT STAGE, WHICH IS ALREADY IN OPERATION, OR IN
ESSENTIALLY ANY STAGE OF ITS CORPORATE LIFE. IT IS CURRENTLY
IMPOSSIBLE TO PREDICT THE STATUS OF ANY BUSINESS IN WHICH THE
COMPANY MAY BECOME ENGAGED, IN THAT SUCH BUSINESS MAY NEED
ADDITIONAL CAPITAL, MAY MERELY DESIRE TO HAVE ITS SHARES PUBLICLY
TRADED, OR MAY SEEK OTHER PERCEIVED ADVANTAGES WHICH THE COMPANY
MAY OFFER.
ACQUISITION OF OPPORTUNITIES
IN IMPLEMENTING A STRUCTURE FOR A PARTICULAR BUSINESS
ACQUISITION, THE COMPANY MAY BECOME A PARTY TO A MERGER,
CONSOLIDATION, REORGANIZATION, JOINT VENTURE, FRANCHISE OR
LICENSING AGREEMENT WITH ANOTHER CORPORATION OR ENTITY. IT MAY
ALSO PURCHASE STOCK OR ASSETS OF AN EXISTING BUSINESS. ON THE
CONSUMMATION OF A TRANSACTION, IT IS POSSIBLE THAT THE PRESENT
MANAGEMENT AND SHAREHOLDERS OF THE COMPANY WILL NOT BE IN CONTROL
OF THE COMPANY. IN ADDITION, A MAJORITY OR ALL OF THE COMPANY'S
OFFICERS AND DIRECTORS MAY, AS PART OF THE TERMS OF THE
ACQUISITION TRANSACTION, RESIGN AND BE REPLACED BY NEW OFFICERS
AND DIRECTORS WITHOUT A VOTE OF THE COMPANY'S SHAREHOLDERS. IT IS
ANTICIPATED THAT SECURITIES ISSUED IN ANY SUCH REORGANIZATION
WOULD BE ISSUED IN RELIANCE ON EXEMPTIONS FROM REGISTRATION UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS. IN SOME
CIRCUMSTANCES, HOWEVER, AS A NEGOTIATED ELEMENT OF THIS
TRANSACTION, THE COMPANY MAY AGREE TO REGISTER SUCH SECURITIES
EITHER AT THE TIME THE TRANSACTION IS CONSUMMATED, UNDER CERTAIN
CONDITIONS, OR AT SPECIFIED TIME THEREAFTER. THE ISSUANCE OF
SUBSTANTIAL ADDITIONAL SECURITIES AND THEIR POTENTIAL SALE INTO
ANY TRADING MARKET WHICH MAY DEVELOP IN THE COMPANY'S COMMON
STOCK MAY HAVE A DEPRESSIVE EFFECT ON SUCH MARKET. WHILE THE
ACTUAL TERMS OF A TRANSACTION TO WHICH THE COMPANY MAY BE A PARTY
CANNOT BE PREDICATED, IT MAY BE EXPECTED THAT THE PARTIES TO THE
BUSINESS TRANSACTION WILL FIND IT DESIRABLE TO AVOID THE CREATION
OF A TAXABLE EVENT AND THEREBY STRUCTURE THE ACQUISITION IN A SO
CALLED "TAX FREE" REORGANIZATION UNDER SECTIONS 368(A)(1) OR 351
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). IN
ORDER TO OBTAIN TAX FREE TREATMENT UNDER THE CODE, IT MAY BE
NECESSARY FOR THE OWNERS OF THE ACQUIRED BUSINESS TO OWN 80% OR
MORE OF THE VOTING STOCK OF THE SURVIVING ENTITY. IN SUCH EVENT,
THE SHAREHOLDERS OF THE COMPANY, INCLUDING INVESTORS IN THIS
OFFERING, WOULD RETAIN LESS THAN 20% OF THE ISSUED AND
OUTSTANDING SHARES OF THE SURVIVING ENTITY, WHICH COULD RESULT IN
SIGNIFICANT DILUTION IN THE EQUITY OF SUCH SHAREHOLDERS.
AS PART OF THE COMPANY'S INVESTIGATION, OFFICERS AND DIRECTORS OF
THE COMPANY WILL MEET PERSONALLY WITH MANAGEMENT AND KEY
PERSONNEL, MAY VISIT AND INSPECT MATERIAL FACILITIES, OBTAIN
INDEPENDENT ANALYSIS OR VERIFICATION OF CERTAIN INFORMATION
PROVIDED, CHECK REFERENCE OF MANAGEMENT AND KEY PERSONNEL, AND
TAKE OTHER REASONABLE INVESTIGATIVE MEASURES, TO THE EXTENT OF
THE COMPANY'S LIMITED FINANCIAL RESOURCES AND MANAGEMENT
EXPERTISE.
THE MANNER IN WHICH EACH COMPANY PARTICIPATES IN AN OPPORTUNITY
WILL DEPEND ON THE NATURE OF THE OPPORTUNITY, THE RESPECTIVE
NEEDS AND DESIRES OF THE COMPANY AND OTHER PARTIES, THE
MANAGEMENT OF THE OPPORTUNITY, AND THE RELATIVE NEGOTIATING
STRENGTH OF THE COMPANY AND SUCH OTHER MANAGEMENT.
WITH RESPECT TO ANY MERGERS OR ACQUISITIONS, NEGOTIATIONS WITH
TARGET COMPANY MANAGEMENT WILL BE EXPECTED TO FOCUS ON THE
PERCENTAGE OF THE COMPANY WHICH THE TARGET COMPANY'S SHAREHOLDERS
WOULD ACQUIRE IN EXCHANGE FOR THEIR SHAREHOLDINGS IN THE TARGET
COMPANY. DEPENDING UPON, AMONG OTHER THINGS, THE TARGET COMPANY'S
ASSETS AND LIABILITIES, THE COMPANY'S SHAREHOLDERS WILL, IN ALL
LIKELIHOOD, HOLD A LESSER PERCENTAGE OWNERSHIP INTEREST IN THE
COMPANY FOLLOWING ANY MERGER OR ACQUISITION. THE PERCENTAGE
OWNERSHIP MAY BE SUBJECT TO SIGNIFICANT REDUCTION IN THE EVENT
THE COMPANY ACQUIRES A TARGET COMPANY WITH SUBSTANTIAL ASSETS.
ANY MERGER OR ACQUISITION EFFECTED BY THE COMPANY CAN BE EXPECTED
TO HAVE A SIGNIFICANT DILUTIVE EFFECT ON THE PERCENTAGE OF SHARES
HELD BY THE COMPANY'S THEN SHAREHOLDERS, INCLUDING PURCHASERS IN
THIS OFFERING.
MANAGEMENT HAS ADVANCED, AND WILL CONTINUE TO ADVANCE, FUNDS
WHICH SHALL BE USED BY THE COMPANY IN IDENTIFYING AND PURSUING
AGREEMENTS WITH TARGET COMPANIES. MANAGEMENT ANTICIPATES THAT
THESE FUNDS WILL BE REPAID FROM THE PROCEEDS OF ANY AGREEMENT
WITH THE TARGET COMPANY, AND THAT ANY SUCH AGREEMENT MAY, IN
FACT, BE CONTINGENT UPON THE REPAYMENT OF THOSE FUNDS.
THE COMPANY WILL NOT HAVE SUFFICIENT FUNDS TO UNDERTAKE ANY
SIGNIFICANT DEVELOPMENT, MARKETING AND MANUFACTURING OF ANY
PRODUCTS WHICH MAY BE ACQUIRED. ACCORDINGLY, FOLLOWING THE
ACQUISITION OF ANY SUCH PRODUCT, THE COMPANY WILL, IN ALL
LIKELIHOOD, BE REQUIRED TO EITHER SEEK DEBT OR EQUITY FINANCING
OR OBTAIN FUNDING FROM THIRD PARTIES, IN EXCHANGE FOR WHICH THE
COMPANY WOULD PROBABLY BE REQUIRED TO GIVE UP A SUBSTANTIAL
PORTION OF ITS INTEREST IN ANY ACQUIRED PRODUCT. THERE IS NO
ASSURANCE THAT THE COMPANY WILL BE ABLE EITHER TO OBTAIN
ADDITIONAL FINANCING OR INTEREST THIRD PARTIES IN PROVIDING
FUNDING FOR THE FURTHER DEVELOPMENT, MARKETING AND MANUFACTURING
OF ANY PRODUCTS ACQUIRED.
IT IS ANTICIPATED THAT THE INVESTIGATION OF SPECIFIC BUSINESS
OPPORTUNITIES AND THE NEGOTIATION, DRAFTING AND EXECUTION OF
RELEVANT AGREEMENTS, DISCLOSURE DOCUMENTS AND OTHER INSTRUMENTS
WILL REQUIRE SUBSTANTIAL MANAGEMENT TIME AND ATTENTION AND
SUBSTANTIAL COSTS FOR ACCOUNTANTS, ATTORNEYS AND OTHERS. IF A
DECISION IS MADE NOT TO PARTICIPATE IN A SPECIFIC BUSINESS
OPPORTUNITY THE COST THEREFORE INCURRED IN THE RELATED
INVESTIGATION WOULD NOT BE RECOVERABLE. FURTHERMORE, EVEN IF AN
AGREEMENT IS REACHED FOR THE PARTICIPATION IN A SPECIFIC BUSINESS
OPPORTUNITY, THE FAILURE TO CONSUMMATE THAT TRANSACTION MAY
RESULT IN THE LOSS OF THE COMPANY OF THE RELATED COSTS INCURRED.
MANAGEMENT BELIEVES THAT THE COMPANY MAY BE ABLE TO BENEFIT FROM
THE USE OF "LEVERAGE" IN THE ACQUISITION OF A BUSINESS
OPPORTUNITY. LEVERAGING A TRANSACTION INVOLVES THE ACQUISITION OF
A BUSINESS THROUGH INCURRING SIGNIFICANT INDEBTEDNESS FOR A LARGE
PERCENTAGE OF THE PURCHASE PRICE OF THAT BUSINESS. THROUGH
LEVERAGED TRANSACTION, THE COMPANY WOULD BE REQUIRED TO USE LESS
OF ITS AVAILABLE FUNDS FOR ACQUIRING THE BUSINESS OPPORTUNITY
AND, THEREFORE, COULD COMMIT THOSE FUNDS TO THE OPERATIONS OF THE
BUSINESS OPPORTUNITY, TO ACQUISITION OF OTHER BUSINESS
OPPORTUNITIES, OR TO OTHER ACTIVITIES. THE BORROWING INVOLVED IN
A LEVERAGED TRANSACTION WILL ORDINARILY BE SECURED BY THE ASSETS
OF THE BUSINESS OPPORTUNITY TO BE ACQUIRED. IF THE BUSINESS
OPPORTUNITY ACQUIRED IS NOT ABLE TO GENERATE SUFFICIENT REVENUES
TO MAKE PAYMENTS ON THE DEBT INCURRED BY THE COMPANY TO ACQUIRE
THAT BUSINESS OPPORTUNITY, THE LENDER WOULD BE ABLE TO EXERCISE
THE REMEDIES PROVIDED BY LAW OR BY CONTRACT. THESE LEVERAGING
TECHNIQUES, WHILE REDUCING THE AMOUNT OF FUNDS THAT THE COMPANY
MUST COMMIT TO ACQUIRE A BUSINESS OPPORTUNITY, MAY
CORRESPONDINGLY INCREASE THE RISK OF LOSS TO THE COMPANY. NO
ASSURANCE CAN BE GIVEN AS TO THE TERMS OR AVAILABILITY OF
FINANCING FOR ANY ACQUISITION BY THE COMPANY. DURING PERIODS WHEN
INTEREST RATES ARE RELATIVELY HIGH, THE BENEFITS OF LEVERAGING
ARE NOT AS GREAT AS DURING PERIODS OF LOWER INTEREST RATES,
BECAUSE THE INVESTMENT IN THE BUSINESS OPPORTUNITY HELD ON A
LEVERAGED BASIS WILL ONLY BE PROFITABLE IF IT GENERATES
SUFFICIENT REVENUES TO COVER THE RELATED DEBT AND OTHER COSTS OF
THE FINANCING. LENDERS FROM WHICH THE COMPANY MAY OBTAIN FUNDS
FOR PURPOSES OF A LEVERAGED BUY-OUT MAY IMPOSE RESTRICTIONS ON
THE FUTURE BORROWING, DISTRIBUTION, AND OPERATING POLICIES OF THE
COMPANY. IT IS NOT POSSIBLE AT THIS TIME TO PREDICT THE
RESTRICTIONS, IF ANY, WHICH LENDERS MAY IMPOSE, OR THE IMPACT
THEREOF ON THE COMPANY.
COMPETITION
THE COMPANY IS AN INSIGNIFICANT PARTICIPANT AMONG FIRMS WHICH
ENGAGE IN BUSINESS COMBINATIONS WITH, OR FINANCING OF,
DEVELOPMENT-STAGE ENTERPRISES. THERE ARE MANY ESTABLISHED
MANAGEMENT AND FINANCIAL CONSULTING COMPANIES AND VENTURE CAPITAL
FIRMS WHICH HAVE SIGNIFICANTLY GREATER FINANCIAL AND PERSONAL
RESOURCES, TECHNICAL EXPERTISE AND EXPERIENCE THAN THE COMPANY.
IN VIEW OF THE COMPANY'S LIMITED FINANCIAL RESOURCES AND
MANAGEMENT AVAILABILITY, THE COMPANY WILL CONTINUE TO BE A
SIGNIFICANT COMPETITIVE DISADVANTAGE VIS-A-VIS THE COMPANY'S
COMPETITORS.
REGULATION AND TAXATION
THE INVESTMENT COMPANY ACT OF 1940 DEFINES AN "INVESTMENT
COMPANY" AS AN ISSUER WHICH IS OR HOLDS ITSELF OUT AS BEING
ENGAGED PRIMARILY IN THE BUSINESS OF INVESTING, REINVESTING OR
TRADING SECURITIES. WHILE THE COMPANY DOES NOT INTEND TO ENGAGE
IN SUCH ACTIVITIES, THE COMPANY OBTAINS OR CONTINUES TO HOLD A
MINORITY INTEREST IN A NUMBER OF DEVELOPMENT STAGE ENTERPRISES.
THE COMPANY COULD BE EXPECTED TO INCUR SIGNIFICANT REGISTRATION
AND COMPLIANCE COSTS IF REQUIRED TO REGISTER UNDER THE INVESTMENT
COMPANY ACT OF 1940. ACCORDINGLY, MANAGEMENT WILL CONTINUE TO
REVIEW THE COMPANY'S ACTIVITIES FROM TIME TO TIME WITH A VIEW
TOWARD REDUCING THE LIKELIHOOD THE COMPANY COULD BE CLASSIFIED AS
AN "INVESTMENT COMPANY".
THE COMPANY INTENDS TO STRUCTURE A MERGER OR ACQUISITION IN SUCH
MANNER AS TO MINIMIZE FEDERAL AND STATE TAX CONSEQUENCES TO THE
COMPANY AND TO ANY TARGET COMPANY.
EMPLOYEES
THE COMPANY'S ONLY EMPLOYEES AT THE PRESENT TIME ARE ITS OFFICERS
AND DIRECTORS, WHO WILL DEVOTE AS MUCH TIME AS THE BOARD OF
DIRECTORS DETERMINE IS NECESSARY TO CARRY OUT THE AFFAIRS OF THE
COMPANY. (SEE "MANAGEMENT").
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
SEE "DESCRIPTION OF BUSINESS" ABOVE.
ITEM 3. DESCRIPTION OF PROPERTIES.
THE COMPANY HAS THE USE OF A LIMITED AMOUNT OF OFFICE SPACE FROM
A DIRECTOR, AT NO COST TO THE COMPANY. THE COMPANY PAYS ITS OWN
CHARGES FOR LONG DISTANCE TELEPHONE CALLS AND OTHER SECRETARIAL,
PHOTOCOPYING, AND SIMILAR EXPENSES. THERE IS NO RENTAL AGREEMENT
OR OTHER COSTS FOR THESE SERVICES.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
THE FOLLOWING TABLES SET FORTH INFORMATION RELATING TO THE
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK BY THOSE
PERSONS HOLDING BENEFICIALLY MORE THAN 5% OF THE COMPANY'S
CAPITAL STOCK, BY THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS,
AND BY ALL OF THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP.
A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<S> <C> <C> <C>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
CLASS BENEFICIAL OWNER OF BENEFICIAL CLASS
OWNERSHIP
COMMON ALAN R. & SHARON A. 4,278,201 13.04%
KIPNIS
20529 DUMONT ST.
WOODLAND HILLS, CA 91364
COMMON MIDWEST SECURITIES TRUST 4,069,313 12.40%
CO.
P.O. BOX 1099
CHICAGO, IL 60690
COMMON STEVEN L. & GEORGIA C. 3,510,201 10.70%
HOCKE
7511 NW 1ST COURT
PEMBROKE PINES, FL 33024
COMMON RICK OLDFIELD 3,152,201 9.61%
238 RACCOON LANE
LORIDA, FL 33857
COMMON DIANE MULLINS 2,741,998 8.36%
8454 BRAND LANE
PENNGROVE, CA 94951
</TABLE>
B) SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<S> <C> <C> <C>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
CLASS BENEFICIAL OWNER OF BENEFICIAL CLASS
OWNERSHIP
COMMON ALAN R. & SHARON A. 4,278,201 13.04%
KIPNIS
20529 DUMONT ST.
WOODLAND HILLS, CA 91364
COMMON STEVEN L. & GEORGIA C. 3,510,201 10.70%
HOCKE
7511 NW 1ST COURT
PEMBROKE PINES, FL 33024
COMMON RICK OLDFIELD 3,152,201 9.61%
238 RACCOON LANE
LORIDA, FL 33857
</TABLE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY SERVE
UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS, OR UNTIL
THEIR SUCCESSORS HAVE BEEN ELECTED. THE OFFICERS SERVE AT
THE PLEASURE OF THE BOARD OF DIRECTORS. INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY FOLLOWS:
<TABLE>
<S> <C> <C>
NAME / ADDRESS AGE POSITION
RICHARD J. 49 PRESIDENT /
OLDFIELD DIRECTOR
JAMES W. BLAKE 40 SECRETARY /
TREASURER
ALAN R. KIPNIS 50 DIRECTOR
STEVEN L. HOCKE 46 DIRECTOR
</TABLE>
RICHARD J. OLDFIELD
MR. OLDFIELD IS THE PRESIDENT AND A DIRECTOR OF THE COMPANY
SINCE APRIL, 1998. PRIOR TO WORKING WITH THE COMPANY, MR.
OLDFIELD SERVED AS PRESIDENT OF MONARCH ORCHIDS (AND ORCHID
CULTIVATION COMPANY), PRESIDENT OF DESIGNER GROVES (A GROWER
OF GRAPEFRUITS, LONGANS, AND LYCHEES), AND PRESIDENT OF
TREASURE COAST MORTGAGE (RESIDENTIAL MORTGAGE LENDER). PRIOR
TO HIS 13 YEARS AS PRESIDENT OF TREASURE COAST MORTGAGE, MR.
OLDFIELD WAS A SUCCESSFUL REAL ESTATE BROKER. HE WAS A
DEAN'S LIST STUDENT AT BROWARD COMMUNITY COLLEGE, AND WAS A
SERGEANT IN THE U.S. ARMY WHERE HE WAS AWARDED THE BRONZE
STAR FOR VALOR.
JAMES W. BLAKE
MR. BLAKE IS THE SECRETARY AND TREASURER OF THE COMPANY
SINCE APRIL, 1998. PRIOR TO WORKING WITH THE COMPANY, MR.
BLAKE SERVED FOR TWO YEARS AS PRESIDENT OF AMERICAN
INTERNATIONAL SQUARE, LTD. PRIOR TO THAT HE SERVED AS
SECRETARY OF TAJ & BLAKE INTERNATIONAL TRADING COMPANY FOR
TWO YEARS. MR. BLAKE IS A MEMBER OF WHO'S WHO IN FINANCE AND
INDUSTRY, AND HAS RECEIVED THE "GOOD CITIZENSHIP AWARD" FROM
THE DAUGHTERS OF THE AMERICAN REVOLUTION, AND THE "GOD AND
COUNTRY AWARD" FROM THE BOY SCOUTS OF AMERICA.
ALAN KIPNIS
MR. KIPNIS IS A PRINCIPAL OF LEE & ASSOCIATES COMMERCIAL
REAL ESTATE SERVICES - LOS ANGELES NORTH, INC. (A MEMBER OF
THE LEE & ASSOCIATES GROUP OF COMPANIES.) PRIOR TO LEE &
ASSOCIATES, MR. KIPNIS WAS FIRST VICE PRESIDENT WITH CB
COMMERCIAL REAL ESTATE GROUP (COLDWELL BANKER) FOR 18 YEARS
IN INDUSTRIAL/OFFICE SALES AND LEASING IN THE SAN FERNANDO
VALLEY AREA OF LOS ANGELES. PRIOR TO THAT, HE WAS PRESIDENT
OF MARKETING FOR CPI BUSINESS SYSTEMS, AND WORKED AS
MARKETING REPRESENTATIVE FOR IBM FOR EIGHT YEARS. HE IS A
MEMBER OF THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
(AIR). MR. KIPNIS EARNED A BACHELORS DEGREE IN MATHEMATICS
FROM UCLA IN 1969, AND A MASTERS IN BUSINESS FROM UCLA IN
1971.
STEVEN L. HOCKE
MR. HOCKE HAS BEEN AN INDEPENDENT MORTGAGE BROKER FOR THE
PAST 14 YEARS. SINCE 1994, MR. HOCKE HAS BEEN AFFILIATED
WITH MID AMERICA FUNDING CORPORATION AT ITS FORT LAUDERDALE,
FLORIDA OFFICE. FROM 1985 TO 1994, MR. HOCKE WAS AFFILIATED
WITH RESIDENTIAL MORTGAGE SERVICES, INC. IN FORT LAUDERDALE.
MR. HOCK HAS A REAL ESTATE SALES LICENSE AND IS AFFILIATED
WITH JALMARK REAL ESTATE IN PEMBROKE PINES, FLORIDA. HE HAS
A BS IN ELEMENTARY EDUCATION FROM VALPARAISO UNIVERSITY, AND
AN MS IN EDUCATION FROM NOVA UNIVERSITY.
ITEM 6. EXECUTIVE COMPENSATION
NO COMPENSATION OF DIRECTORS OR EXECUTIVE OFFICERS IS PAID OR
ANTICIPATED TO BE PAID BY THE COMPANY UNTIL AN ACQUISITION IS
COMPLETED. ON ACQUISITION OF A BUSINESS OPPORTUNITY, CURRENT
MANAGEMENT MAY RESIGN AND BE REPLACED BY PERSONS ASSOCIATED WITH
THE BUSINESS ACQUIRED, PARTICULARLY IF THE COMPANY PARTICIPATES
IN THE TARGET COMPANY BY EFFECTING A REORGANIZATION, MERGER, OR
CONSOLIDATION. IF ANY MEMBER OF CURRENT MANAGEMENT REMAINS AFTER
EFFECTING AN ACQUISITION, THAT MEMBER'S TIME COMMITMENT WILL
LIKELY BE ADJUSTED BASED ON THE NATURE AND METHOD OF THE
ACQUISITION AND LOCATION OF THE BUSINESS. THAT TIME COMMITMENT
CANNOT BE PREDICTED PRIOR TO THE ACQUISITION. COMPENSATION OF
MANAGEMENT WILL BE DETERMINED BY THE BOARD OF DIRECTORS IN PLACE
AFTER THE ACQUISITION, AND SHAREHOLDERS OF THE COMPANY WILL NOT
HAVE THE OPPORTUNITY TO VOTE ON OR APPROVE SUCH COMPENSATION.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NONE.
ITEM 8. LEGAL PROCEEDINGS
THE COMPANY AND ITS DIRECTORS HAVE INSTITUTED ACTION FOR A
DECLARATORY JUDGMENT CONCERNING A CONTRACT WITH LEANN GIBBS, AN
INDIVIDUAL RESIDENT IN ONTARIO, CANADA. MS. GIBBS AND THE COMPANY
HAD ENTERED INTO A CONTRACT PURSUANT TO WHICH SHE WOULD TRANSFER
TO THE COMPANY HER INTEREST IN A NUMBER OF MICA MINES, IN
EXCHANGE FOR STOCK IN THE COMPANY. THE COMPANY WAS TO THEN PURSUE
A BUSINESS IN MINING THE MICA AND SELLING THE RAW MATERIAL TO
COMPANIES THAT WOULD PROCESS IT. THE AGREEMENT WITH MS. GIBBS WAS
NEVER CONSUMMATED, AND THE PARTIES, AFTER MUCH DISCUSSION, AGREED
TO WITHDRAW FROM THE AGREEMENT. THE COMPANY HAS INSTITUTED THE
ACTION SIMPLY TO PROTECT ITSELF FROM A LATER BREACH OF CONTRACT
ACTION.
ITEM 9. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
AT THE END OF REGISTRANT'S FISCAL YEAR MARCH 13, 1998, THERE WERE
32,802,784 ISSUED AND OUTSTANDING SHARES OF THE REGISTRANT'S
COMMON STOCK. OF THESE, 22,498,068 ARE RESTRICTED. THERE ARE 579
SHAREHOLDERS OF THE COMMON STOCK. THERE IS NO ACTIVE MARKET FOR
THE REGISTRANT'S SECURITIES.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
NONE.
ITEM 11. DESCRIPTION OF SECURITIES.
COMMON STOCK
THE COMPANY'S ARTICLES OF INCORPORATION AUTHORIZES THE ISSUANCE
OF 50,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE,
OF WHICH 32,802,784 ARE ISSUED AND OUTSTANDING. THE SHARES ARE
NON-ASSESSABLE, WITHOUT PRE-EMPTIVE RIGHTS, AND DO NOT CARRY
CUMULATIVE VOTING RIGHTS. HOLDERS OF COMMON SHARES ARE ENTITLED
TO ONE VOTE FOR EACH SHARE ON ALL MATTERS TO BE VOTED ON BY THE
STOCKHOLDERS. THE SHARES ARE FULLY PAID, NON-ASSESSABLE, WITHOUT
PRE-EMPTIVE RIGHTS, AND DO NOT CARRY CUMULATIVE VOTING RIGHTS.
HOLDERS OF COMMON SHARES ARE ENTITLED TO SHARE RATABLY IN
DIVIDENDS, IF ANY, AS MAY BE DECLARED BY THE COMPANY FROM TIME-TO-
TIME, FROM FUNDS LEGALLY AVAILABLE. IN THE EVENT OF A
LIQUIDATION, DISSOLUTION, OR WINDING UP OF THE COMPANY, THE
HOLDERS OF SHARES OF COMMON STOCK ARE ENTITLED TO SHARE ON A PRO-
RATA BASIS ALL ASSETS REMAINING AFTER PAYMENT IN FULL OF ALL
LIABILITIES.
PREFERRED STOCK
THE COMPANY'S ARTICLES OF INCORPORATION AUTHORIZES THE ISSUANCE
OF 20,000,000 SHARES OF PREFERRED STOCK, $0.01 PAR VALUE PER
SHARE, NONE OF WHICH HAVE BEEN ISSUED. THE COMPANY CURRENTLY HAS
NO PLANS TO ISSUE ANY PREFERRED STOCK. THE COMPANY'S BOARD OF
DIRECTORS HAS THE AUTHORITY, WITHOUT ACTION BY THE SHAREHOLDERS,
TO ISSUE ALL OR ANY PORTION OF THE AUTHORIZED BUT UNISSUED
PREFERRED STOCK IN ONE OR MORE SERIES AND TO DETERMINE THE VOTING
RIGHTS, PREFERENCES AS TO DIVIDENDS AND LIQUIDATION, CONVERSION
RIGHTS, AND OTHER RIGHTS OF SUCH SERIES. THE PREFERRED STOCK, IF
AND WHEN ISSUED, MAY CARRY RIGHTS SUPERIOR TO THOSE OF COMMON
STOCK; HOWEVER NO PREFERRED STOCK MAY BE ISSUED WITH RIGHTS EQUAL
OR SENIOR TO THE PREFERRED STOCK WITHOUT THE CONSENT OF A
MAJORITY OF THE HOLDERS OF THEN-OUTSTANDING PREFERRED STOCK.
THE COMPANY CONSIDERS IT DESIRABLE TO HAVE PREFERRED STOCK
AVAILABLE TO PROVIDE INCREASED FLEXIBILITY IN STRUCTURING
POSSIBLE FUTURE ACQUISITIONS AND FINANCINGS, AND IN MEETING
CORPORATE NEEDS WHICH MAY ARISE. IF OPPORTUNITIES ARISE THAT
WOULD MAKE THE ISSUANCE OF PREFERRED STOCK DESIRABLE, EITHER
THROUGH PUBLIC OFFERING OR PRIVATE PLACEMENTS, THE PROVISIONS FOR
PREFERRED STOCK IN THE COMPANY'S CERTIFICATE OF INCORPORATION
WOULD AVOID THE POSSIBLE DELAY AND EXPENSE OF A SHAREHOLDER'S
MEETING, EXCEPT AS MAY BE REQUIRED BY LAW OR REGULATORY
AUTHORITIES. ISSUANCE OF THE PREFERRED STOCK COULD RESULT,
HOWEVER, IN A SERIES OF SECURITIES OUTSTANDING THAT WILL HAVE
CERTAIN PREFERENCES WITH RESPECT TO DIVIDENDS AND LIQUIDATION
OVER THE COMMON STOCK WHICH WOULD RESULT IN DILUTION OF THE
INCOME PER SHARE AND NET BOOK VALUE OF THE COMMON STOCK. ISSUANCE
OF ADDITIONAL COMMON STOCK PURSUANT TO ANY CONVERSION RIGHT WHICH
MAY BE ATTACHED TO THE TERMS OF ANY SERIES OF PREFERRED STOCK MAY
ALSO RESULT IN DILUTION OF THE NET INCOME PER SHARE AND THE NET
BOOK VALUE OF THE COMMON STOCK. THE SPECIFIC TERMS OF ANY SERIES
OF PREFERRED STOCK WILL DEPEND PRIMARILY ON MARKET CONDITIONS,
TERMS OF A PROPOSED ACQUISITION OR FINANCING, AND OTHER FACTOR
EXISTING AT THE TIME OF ISSUANCE. THEREFOR, IT IS NOT POSSIBLE AT
THIS TIME TO DETERMINE IN WHAT RESPECT A PARTICULAR SERIES OF
PREFERRED STOCK WILL BE SUPERIOR TO THE COMPANY'S COMMON STOCK OR
ANY OTHER SERIES OF PREFERRED STOCK WHICH THE COMPANY MAY ISSUE.
THE BOARD OF DIRECTORS DOES NOT HAVE ANY SPECIFIC PLAN FOR THE
ISSUANCE OF PREFERRED STOCK AT THE PRESENT TIME, AND DOES NOT
INTEND TO ISSUE ANY PREFERRED STOCK AT ANY TIME EXCEPT ON TERMS
WHICH IT DEEMS TO BE IN THE BEST INTEREST OF THE COMPANY AND ITS
SHAREHOLDERS.
THE ISSUANCE OF PREFERRED STOCK COULD HAVE THE EFFECT OF MAKING
IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE A MAJORITY OF THE
OUTSTANDING VOTING STOCK OF THE COMPANY. FURTHER, CERTAIN
PROVISIONS OF NEVADA LAW COULD DELAY OR MAKE MORE DIFFICULT A
MERGER, TENDER OFFER, OR PROXY CONTEST INVOLVING THE COMPANY.
WHILE SUCH PROVISIONS ARE INTENDED TO ENABLE THE BOARD OF
DIRECTORS TO MAXIMIZE SHAREHOLDER VALUE, THEY MAY HAVE THE EFFECT
OF DISCOURAGING TAKEOVERS WHICH COULD BE IN THE BEST INTERESTS OF
CERTAIN SHAREHOLDERS. THERE IS NO ASSURANCE THAT SUCH PROVISIONS
WILL NOT HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF THE
COMPANY'S STOCK IN THE FUTURE.
SHARES ELIGIBLE FOR FUTURE SALE
OF THE ISSUED AND OUTSTANDING SHARES, 22,498,068 ARE SUBJECT TO
RESALE RESTRICTIONS AND, UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT") OR EXEMPTED UNDER ANOTHER PROVISION OF
THE ACT, WILL BE INELIGIBLE FOR SALE IN THE PUBLIC MARKET. SALES
MAY BE MADE AFTER TWO YEARS FROM THEIR ACQUISITION IN ACCORDANCE
WITH RULE 144 PROMULGATED UNDER THE ACT.
IN GENERAL, RULE 144 PERMITS A PERSON (OR PERSONS WHOSE SHARES
ARE AGGREGATED) WHO HAS BENEFICIALLY OWNED SHARES THAT WERE
ACQUIRED PRIVATELY (EITHER DIRECTLY FROM THE COMPANY OR FROM AN
AFFILIATE OF THE COMPANY) FOR AT LEAST TWO YEARS, OR WHO IS AN
AFFILIATE OF THE COMPANY, TO SELL WITHIN ANY THREE-MONTH PERIOD,
A NUMBER OF SUCH SHARES THAT DOES NOT EXCEED THE GREATER OF 1% OF
THE THEN-OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK
(APPROXIMATELY 43,000 AS OF THE DATE OF THIS STATEMENT) OR THE
AVERAGE WEEKLY TRADING VOLUME IN THE COMPANY'S COMMON STOCK
DURING THE FOUR CALENDAR WEEKS IMMEDIATELY PRECEDING SUCH SALE.
SALES UNDER RULE 144 ARE ALSO SUBJECT TO CERTAIN MANNER OF SALE
PROVISIONS, NOTICE REQUIREMENTS, AND THE AVAILABILITY OF CURRENT
PUBLIC INFORMATION ABOUT THE COMPANY. A PERSON (OR PERSONS WHOSE
SHARES ARE AGGREGATED) WHO IS NOT DEEMED TO HAVE BEEN AN
AFFILIATE AT ANY TIME DURING THE 90 DAYS PRECEDING A SALE, AND
WHO HAS BENEFICIALLY OWNED SHARES FOR AT LEAST THREE YEARS, IS
ENTITLED TO SELL ALL SUCH SHARES UNDER RULE 144 WITHOUT REGARD TO
THE VOLUME LIMITATIONS, CURRENT PUBLIC INFORMATION REQUIREMENTS,
MANNER OF SALE PROVISIONS, OR NOTICE REQUIREMENTS. SALES OF
SUBSTANTIAL AMOUNTS OF THE COMMON STOCK OF THE COMPANY IN THE
PUBLIC MARKET COULD AFFECT PREVAILING MARKET PRICES ADVERSELY.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE COMPANY AND ITS AFFILIATES MAY NOT BE LIABLE TO ITS
SHAREHOLDERS FOR ERRORS IN JUDGMENT OR OTHER ACTS, OR OMISSIONS
NOT AMOUNTING TO INTENTIONAL MISCONDUCT, FRAUD OR A KNOWING
VIOLATION OF THE LAW, SINCE PROVISIONS HAVE BEEN MADE IN THE
ARTICLES OF INCORPORATION AND BY-LAWS LIMITING SUCH LIABILITY.
THE ARTICLES OF INCORPORATION AND BY-LAWS ALSO PROVIDE FOR
INDEMNIFICATION OF THE OFFICERS AND DIRECTORS OF THE COMPANY IN
MOST CASES FOR ANY LIABILITY SUFFERED BY THEM OR ARISING FROM
THEIR ACTIVITIES AS OFFICERS AND DIRECTORS OF THE COMPANY IF THEY
WERE NOT ENGAGED IN INTENTIONAL MISCONDUCT, FRAUD OR A KNOWING
VIOLATION OF THE LAW. THEREFORE, PURCHASERS OF THESE SECURITIES
MAY HAVE A MORE LIMITED RIGHT OF ACTION THAN THEY WOULD HAVE
EXCEPT FOR THIS LIMITATION IN THE ARTICLES OF INCORPORATION AND
BY-LAWS.
THE OFFICERS AND DIRECTORS OF THE COMPANY ARE ACCOUNTABLE TO THE
COMPANY AS FIDUCIARIES, WHICH MEANS SUCH OFFICERS AND DIRECTORS
ARE REQUIRED TO EXERCISE GOOD FAITH AND INTEGRITY IN HANDLING THE
COMPANY'S AFFAIRS. A SHAREHOLDER MAY BE ABLE TO INSTITUTE LEGAL
ACTION ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY STATED
SHAREHOLDERS TO RECOVER DAMAGES WHERE THE COMPANY HAS FAILED OR
REFUSED TO OBSERVE THE LAW.
SHAREHOLDERS MAY, SUBJECT TO APPLICABLE RULES OF CIVIL PROCEDURE,
BE ABLE TO BRING A CLASS ACTION OR DERIVATIVE SUIT TO ENFORCE
THEIR RIGHTS, INCLUDING RIGHTS UNDER CERTAIN FEDERAL AND STATE
SECURITIES LAWS AND REGULATIONS. SHAREHOLDERS WHO HAVE SUFFERED
LOSSES IN CONNECTION WITH THE PURCHASE OR SALE OF THEIR INTEREST
IN THE COMPANY IN CONNECTION WITH SUCH SALE OR PURCHASE,
INCLUDING THE MISAPPLICATION BY ANY SUCH OFFICER OR DIRECTOR OF
THE PROCEEDS FROM THE SALE OF THESE SECURITIES, MAY BE ABLE TO
RECOVER SUCH LOSSES FROM THE COMPANY.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA REQUIRED BY THIS
ITEM 13 FOLLOW THE INDEX OF FINANCIAL STATEMENTS APPEARING AT
ITEM 15 OF THIS FORM 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
NOT APPLICABLE.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
REPORTS OF INDEPENDENT AUDITOR, KURT D. SALIGER, CPA,
DATED APRIL 28, 1998.
BALANCE SHEET AS OF JUNE 30, 1998 (UNAUDITED), DECEMBER
31, 1997, AND DECEMBER 31, 1996.
STATEMENT OF OPERATION FOR THE PERIOD JANUARY 1, 1998
THROUGH JUNE 30, 1, 1998 (UNAUDITED) AND JANUARY 1,
1997 THROUGH JUNE 30, 1997, AND THE YEARS ENDED
DECEMBER 31, 1997, AND DECEMBER 31, 1996.
STATEMENT OF STOCKHOLDERS' EQUITY.
STATEMENT OF CASH FLOWS FOR THE PERIOD JANUARY 1, 1998
THROUGH JUNE 30, 1998 (UNAUDITED) AND JANUARY 1,
1997 THROUGH JUNE 30, 1997, AND THE YEARS ENDED
DECEMBER 31, 1997, AND DECEMBER 31, 1996.
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
BOARD OF DIRECTORS
FUJI ELECTROCELL CORPORATION
LAS VEGAS, NEVADA
I HAVE AUDITED THE ACCOMPANYING BALANCE SHEET OF FUJI ELECTROCELL
CORPORATION (A DEVELOPMENT STAGE COMPANY), AS OF DECEMBER 31,
1997, AND THE RELATED STATEMENTS OF OPERATIONS, STOCKHOLDERS'
EQUITY, AND CASH FLOWS FOR THE YEAR THEN ENDED. THESE FINANCIAL
STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S MANAGEMENT.
MY RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL
STATEMENTS BASED ON MY AUDIT.
I CONDUCTED MY AUDIT IN ACCORDANCE WITH GENERALLY ACCEPTED
AUDITING STANDARDS. THOSE STANDARDS REQUIRE THAT I PLAN AND
PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER
THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. AN
AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING
THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS. AN
AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND
SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING
THE OVERALL FINANCIAL STATEMENT PRESENTATION. I BELIEVE THAT MY
AUDIT PROVIDES A REASONABLE BASIS FOR MY OPINION.
IN MY OPINION, THE FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT
FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF FUJI
ELECTROCELL CORPORATION AT DECEMBER 31, 1997 AND THE RESULTS OF
THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE YEAR THEN ENDED IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
/S/ KURT D. SALIGER, CPA
KURT D. SALIGER, CPA
LAS VEGAS, NV
APRIL 28, 1998
INDEPENDENT AUDITOR'S REPORT
BOARD OF DIRECTORS
FUJI ELECTROCELL CORPORATION
LAS VEGAS, NEVADA
I HAVE AUDITED THE ACCOMPANYING BALANCE SHEET OF FUJI ELECTROCELL
CORPORATION (A DEVELOPMENT STAGE COMPANY), AS OF DECEMBER 31,
1996, AND THE RELATED STATEMENTS OF OPERATIONS, STOCKHOLDERS'
EQUITY, AND CASH FLOWS FOR THE YEAR THEN ENDED. THESE FINANCIAL
STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S MANAGEMENT.
MY RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL
STATEMENTS BASED ON MY AUDIT.
I CONDUCTED MY AUDIT IN ACCORDANCE WITH GENERALLY ACCEPTED
AUDITING STANDARDS. THOSE STANDARDS REQUIRE THAT I PLAN AND
PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER
THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. AN
AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING
THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS. AN
AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND
SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING
THE OVERALL FINANCIAL STATEMENT PRESENTATION. I BELIEVE THAT MY
AUDIT PROVIDES A REASONABLE BASIS FOR MY OPINION.
IN MY OPINION, THE FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT
FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF FUJI
ELECTROCELL CORPORATION AT DECEMBER 31, 1996 AND THE RESULTS OF
THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE YEAR THEN ENDED IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
/S/ KURT D. SALIGER, CPA
KURT D. SALIGER, CPA
LAS VEGAS, NV
APRIL 28, 1998
FUJI ELECTROCELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C> <C>
1/1/98 TO 1/1/97 TO YEAR YEAR
6/30/98 6/30/97 ENDED ENDED
12/31/97 12/31/96
ASSETS
CURRENT ASSETS
CASH $0 $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0 $0
OTHER ASSETS
INVESTMENTS $0 $0 $0 $0
TOTAL OTHER ASSETS $0 $0 $0 $0
TOTAL ASSETS $0 $0 $0 $0
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $20,858 $20,858 $20,858 $20,858
TOTAL CURRENT LIABILITIES $20,858 $20,858 $20,858 $20,858
LONG-TERM DEBT $0 $0 $0 $0
STOCKHOLDERS' EQUITY
COMMON STOCK, $.001 PAR VALUE $32,806 $32,806 $32,806 $32,806
AUTHORIZED 50,000,000 SHARES
ISSUED AND OUTSTANDING
32,805,784 SHARES
ADDITIONAL PAID IN CAPITAL $17,194 $17,194 $17,194 $17,194
DEFICIT ACCUMULATED DURING ($70,858) ($70,858) ($70,858) ($70,858)
DEVELOPMENT STAGE
TOTAL STOCKHOLDERS' EQUITY ($20,858) ($20,858) ($20,858) ($20,858)
TOTAL LIABILITIES AND $0 $0 $0 $0
STOCKHOLDERS' EQUITY
</TABLE>
FUJI ELECTROCELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C>
1/1/98 TO 1/1/97 TO YEAR ENDED YEAR ENDED
6/30/98 6/30/97 12/31/97 12/31/96
INCOME
REVENUE $0 $0 $0 $0
TOTAL INCOME $0 $0 $0 $0
EXPENSES
GENERAL AND ADMINISTRATIVE $0 $0 $0 $0
TOTAL EXPENSES
NET PROFIT (LOSS) $0 $0 $0 $0
NET PROFIT (LOSS) PER $0.0000 $0.0000 $0.0000 $0.0000
SHARE
AVERAGE NUMBER OF SHARES 32,805,784 32,805,784 32,805,784 32,805,784
OF COMMON STOCK
OUTSTANDING
</TABLE>
FUJI ELECTROCELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
DECEMBER 31, 1997
COMMON STOCK
<TABLE>
<S> <C> <C> <C> <C>
NUMBER OF AMOUNT ADDITIONAL (DEFICIT)
SHARES PAID IN ACCUMULATED
CAPITAL DURING
DEVELOPMENT
STAGE
BALANCE JANUARY 1, 32,805,784 $32,806 $17,194 (70,858)
1996
NET INCOME $0
JANUARY 1, 1996 TO
DECEMBER 31, 1996
BALANCE DECEMBER 31, 32,805,784 $32,806 $17,194 (70,858)
1996
NET INCOME $0
JANUARY 1, 1997 TO
DECEMBER 31, 1997
BALANCE DECEMBER 31, 32,805,784 $32,806 $17,194 (70,858)
1997
NET INCOME $0
JANUARY 1, 1998 TO
JUNE 30, 1998
BALANCE JUNE 30, 1998 32,805,784 $32,806 $17,194 (70,858)
</TABLE>
FUJI ELECTROCELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<S>
<C> <C> <C> <C>
1/1/98 TO 1/1/97 TO YEAR YEAR
6/30/98 6/30/97 ENDED ENDED
12/31/97 12/31/96
CASH FLOWS FROM OPERATING
ACTIVITIES
NET (LOSS) $0 $0 $0 $0
INCREASE IN
ACCOUNTS PAYABLE $0 $0 $0 $0
CASH FLOWS FROM INVESTING $0 $0 $0 $0
ACTIVITIES
NET INCREASES IN CASH $0 $0 $0 $0
CASH, BEGINNING OF PERIOD $0 $0 $0 $0
CASH, END OF PERIOD $0 $0 $0 $0
</TABLE>
FUJI ELECTROCELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
THE COMPANY WAS ORGANIZED IN 1988 UNDER THE LAWS OF THE STATE OF
NEVADA. THE COMPANY CURRENTLY HAS NO OPERATIONS AND, IN
ACCORDANCE WITH SFAS #7, IS CONSIDERED A DEVELOPMENT STAGE
COMPANY.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
THE COMPANY HAS NOT DETERMINED ITS ACCOUNTING POLICIES AND
PROCEDURES, EXCEPT AS FOLLOWS:
(A) THE COMPANY USES THE ACCRUAL METHOD OF ACCOUNTING.
(B) EARNINGS OR LOSS PER SHARE IS CALCULATED USING THE NUMBER OF
SHARES OF COMMON STOCK OUTSTANDING AS OF THE BALANCE SHEET DATE.
NOTE 3 - GOING CONCERN
THE COMPANY'S FINANCIAL STATEMENTS ARE PREPARED USING
THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
APPLICABLE TO A GOING CONCERN. HOWEVER, THE COMPANY
HAS NO CURRENT SOURCE OF REVENUE. WITHOUT
REALIZATION OF ADDITIONAL CAPITAL, IT WOULD BE
UNLIKELY FOR THE COMPANY TO CONTINUE AS A GOING
CONCERN. IT IS MANAGEMENT'S PLAN TO SEEK ADDITIONAL
CAPITAL TO KEEP THE COMPANY OPERATING.
EXHIBITS
3.1 ARTICLES OF INCORPORATION
3.2 BY-LAWS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
FUJI ELECTROCELL CORPORATION
BY: /s/ Richard J. Oldfield
RICHARD J. OLDFIELD, PRESIDENT
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF FUJI ELECTROCELL CORPORATION
(Formerly CONTROLLED COMBUSTION CORP.)
We, the undersigned having associated ourselves together for the
purpose of forming a corporation under the general corporation
law (Chapter 78 of the Nevada revised Statutes) of the State of
Nevada, do hereby certify:
ARTICLE I
NAME
The name of the Corporation is FUJI ELECTROCELL CORPORATION.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSES AND POWERS
The Corporation is organized and authorized to pursue any lawful
purpose or purposes including, but not limited to designing,
developing and building a pyrolytic plant and licensing the
technological developments of U.S. Patent Number 3,838,015.
The Corporation shall further have all powers granted
corporations under the laws of the State of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The authorized structure of the Corporation is Fifty Thousand
Dollars ($50,000.00) divided into Fifty Million (50,000,000)
shares of common non-assessable stock, the par value of One Mil
($0.001) each and Twenty Million (20,000,000) shares of Preferred
Stock having a par value of One Cent ($0.01) each. The issued and
outstanding 27,000 shares are forward split one thousand for one
(1,000 for 1) to 27,000,000 shares issued and outstanding with a
par value of $0.001 per share
The Preferred shares authorized grant the Board of Directors of
the Company with authority to divide the class of Preferred
shares into series, fix and determine the preference and relative
rights of the shares of any such series established to the full
extent permitted by the laws of the State of Nevada and the
Articles of Incorporation in respect of, among other things, (a)
the number of Preferred shares to constitute such series and the
distinctive designations thereof, (b) the rate and preference of
dividends, if any, the time of payment of dividends whether
dividends are cumulative and the date from which any dividend
shall accrue, (c) whether Preferred shares may be redeemed and,
if so, the redemption or purchase of Preferred shares, (d) the
liquidation preferences payable on Preferred shares in the event
of involuntary, voluntary liquidation, (e) sinking fund or other
provisions, if any for redemption or purchase of Preferred
shares, (f) the terms and conditions by whi6h Preferred shares
may be converted, if the Preferred shares of any series are
issued with the privilege of conversion and (g) voting rights, if
any.
ARTICLE V
PREEMPTIVE RIGHTS
No shareholder of the Corporation shall have any pre-emptive or
other rights to purchase, subscribe for, or take all or part of
any shares or all or part of any notes, debentures, bonds or
securities convertible into or carrying options for warrants to
purchase shares of the Corporation issued, optioned or sold by it
after its incorporation. Such shares may be sold or disposed of
by the Corporation pursuant to resolution of its Board of
Directors to such persons and upon such terms as may, to such
Board of Directors, seem proper without first offering such
shares or securities or any part thereof to existing
shareholders.
ARTICLE VI
VOTING OF SHARES
Each outstanding share of the common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote
at a meeting of the shareholders, each shareholder being entitled
to vote his shares in person or by proxy executed in writing by
such shareholder or by his duly authorized attorney-in-fact. At
each election of directors, each shareholder entitled to vote at
such election shall have the right to vote in person or by proxy
the number of shares owned by him for as many persons as there
are directors to be elected and for whose election he has a right
to vote, but the shareholder shall have no right whatsoever to
accumulate his votes with regard to such election.
ARTICLE VII
OFFICE AND AGENT
(a) The address of the Corporation's principal office or place
of business is to be located at 1 East First Street, Reno, Washoe
County, Nevada, 89501.
(b) The name of the Corporation's initial registered agent at
such address is The Corporation Trust Company.
ARTICLE VIII
BOARD OF DIRECTORS
The management of the affairs, property and interests of the
Corporation shall be vested in a Board of Directors.
(a) The number of directors constituting the initial board shall
be three (3) in number, provided, however, that the number of
directors may be changed from time to time-by a provision of the
By-laws, but in no event shall the number of directors be less
than three (3) nor more than ten (10).
(b) The following shall be the names and addresses of the
persons who are to serve as directors until the first annual
meeting of the shareholders, or until their successors shall be
elected and qualified:
Albert J. Buchbinder
1586 Howard Access Road
Upland, California 91786
David Wooldridge
11301 Dannen Drive
Santa Ana, California 92705
John E. Worthen
P.O. Box 151178
Salt Lake City, Utah 84115-1178
ARTICLE IX
INTERNAL MANAGEMENT
MEETINGS. Meetings of the shareholders of the Corporation may be
held at such place within or without the State of Nevada, as may
be provided in the By-laws. The meetings of the Board of
Directors of the Corporation, regular or special, may be held
either within or without the State of Nevada.
BY-LAWS. By-laws of the Corporation shall be adopted by its Board
of Directors. The By-laws may be altered, amended or repealed
from time to time by a majority vote of the Board of Directors.
The By-laws may contain any provision for the regulation and
management of the affairs of the Corporation not inconsistent
with the laws of the State of Nevada or these Articles of
Incorporation.
ARTICLE X
INCORPORATORS
The name and address of each incorporator is as follows:
Ronald L. Poulton
#9' Exchange Place, Suite 520
Salt Lake City, Utah 84111-2773
Theodore E. Kanell
770 Centennial Drive
North Salt Lake, Utah 84054
Paul R. Lovell
161 South 150 East
North Salt Lake, Utah 84054
ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve
at any time as directors or officers or who at the request of the
Board of Directors of the Corporation may serve or at any time
have served as directors or officers of another corporation in
which the Corporation at such time owned or may own shares of
stock or of which it was or may be a creditor., and their
respective heirs, administrators, successors, and assignees
against any and all expenses, including amounts paid upon
judgments, counsel fees and amounts paid in settlement (before or
after suit is Commenced), actually and necessarily incurred by
such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them
are made parties, or a party, or which may be asserted against
them or any of them, by reason of being or having been directors
or officers or a director or officer of the Corporation, or such
other corporation, except in relation to matters as to which any
such director or officer or former director or officer or person
shall be adjudged in any action, suit or proceeding to be liable
for his own negligence or misconduct in the performance of his
duty. Such indemnification shall be in addition to any other
rights to which those indemnified may be entitled under any law,
By-law, agreement, vote of shareholders or otherwise.
ARTICLE XII
CONTRACTS
No contract or transaction entered into by the Corporation shall
be affected by the fact that any director, officer, employee or
shareholder of the Corporation may in any way be interested in or
connected with any party to such contract or transaction,
provided that this interest be first disclosed or have been known
to the Board of Directors or by a majority of such members
thereof and that the contract or transaction be approved by a
majority of the directors or shareholders present at the meeting
where such contract or transaction is authorized or confirmed;
nor shall any director or shareholder be incapacitated from
having his vote be counted in determining the existence of the
quorum at any meeting of the Board of Directors or shareholders
which shall authorize any such contract or transaction and any
interested director or shareholder may vote thereat to authorize
BY-LAWS
OF
FUJI ELECTROCELL CORPORATION
ARTICLE I - OFFICES
THE PRINCIPAL OFFICE OF THE CORPORATION IN THE STATE OF FLORIDA
SHALL BE LOCATED IN THE CITY OF PORT SAINT LOUCIE. THE
CORPORATION MAY HAVE SUCH OTHER OFFICES, EITHER WITHIN OR WITHOUT
THE STATE OF INCORPORATION AS THE BOARD OF DIRECTORS MAY
DESIGNATE OR AS THE BUSINESS OF THE CORPORATION MAY FROM TIME TO
TIME REQUIRE.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
THE ANNUAL MEETING OF THE STOCKHOLDERS SHALL BE HELD ON THE 10TH
DAY OF SEPTEMBER IN EACH YEAR AT THE HOUR OF 2 O'CLOCK PM, FOR
THE PURPOSE OF ELECTING DIRECTORS AND FOR THE TRANSACTION OF SUCH
OTHER BUSINESS AS MAY COME BEFORE THE MEETING. IF THE DAY FIXED
FOR THE ANNUAL MEETING SHALL BE A LEGAL HOLIDAY SUCH MEETING
SHALL BE HELD ON THE NEXT SUCCEEDING BUSINESS DAY.
2. SPECIAL MEETINGS.
SPECIAL MEETINGS OF THE STOCKHOLDERS, FOR ANY PURPOSE OR
PURPOSES, UNLESS OTHERWISE PRESCRIBED BY STATUTE, MAY BE CALLED
BY THE PRESIDENT OR BY THE DIRECTORS, AND SHALL BE CALLED BY THE
PRESIDENT AT THE REQUEST OF THE HOLDERS OF NOT LESS THAN PER CENT
OF ALL THE OUTSTANDING SHARES OF THE CORPORATION ENTITLED TO VOTE
AT THE MEETING.
3. PLACE OF MEETING.
THE DIRECTORS MAY DESIGNATE ANY PLACE, EITHER WITHIN OR WITHOUT
THE STATE UNLESS OTHERWISE PRESCRIBED BY STATUTE, AS THE PLACE OF
MEETING FOR ANY ANNUAL MEETING OR FOR ANY SPECIAL MEETING CALLED
BY THE DIRECTORS. A WAIVER OF NOTICE SIGNED BY ALL STOCKHOLDERS
ENTITLED TO VOTE AT A MEETING MAY DESIGNATE ANY PLACES EITHER
WITHIN OR WITHOUT THE STATE UNLESS OTHERWISE PRESCRIBED BY
STATUTE, AS THE PLACE FOR HOLDING SUCH MEETING. IF NO DESIGNATION
IS MADE, OR IF A SPECIAL MEETING BE OTHERWISE CALLED, THE PLACE
OF MEETING SHALL BE THE PRINCIPAL OFFICE OF THE CORPORATION.
4. NOTICE OF MEETING.
WRITTEN OR PRINTED NOTICE STATING THE PLACE, DAY AND HOUR OF THE
MEETING AND, IN CASE OF A SPECIAL MEETING, THE PURPOSE OR
PURPOSES FOR WHICH THE MEETING IS CALLED, SHALL BE DELIVERED NOT
LESS THAN 10 NOR MORE THAN 60 DAYS BEFORE THE DATE OF THE
MEETING, EITHER PERSONALLY OR BY MAIL, BY OR AT THE DIRECTION OF
THE PRESIDENT, OR THE SECRETARY, OR THE OFFICER OR PERSONS
CALLING THE MEETING, TO EACH STOCKHOLDER OF RECORD ENTITLED TO
VOTE AT SUCH MEETING. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO
BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL, ADDRESSED
TO THE STOCKHOLDER AT HIS ADDRESS AS IT APPEARS ON THE STOCK
TRANSFER BOOKS OF THE CORPORATION, WITH POSTAGE THEREON PREPAID.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
FOR THE PURPOSE OF DETERMINING STOCKHOLDERS ENTITLED TO NOTICE OF
OR TO VOTE AT ANY MEETING OF STOCKHOLDERS OR ANY ADJOURNMENT
THEREOF, OR STOCKHOLDERS ENTITLED TO RECEIVE PAYMENT OF ANY
DIVIDEND, OR IN ORDER TO MAKE A DETERMINATION OF STOCKHOLDERS FOR
ANY OTHER PROPER PURPOSE, THE DIRECTORS OF THE CORPORATION MAY
PROVIDE THAT THE STOCK TRANSFER BOOKS SHALL BE CLOSED FOR A
STATED PERIOD BUT NOT TO EXCEED, IN ANY CASE, DAYS. IF THE STOCK
TRANSFER BOOKS SHALL BE CLOSED FOR THE PURPOSE OF DETERMINING
STOCKHOLDERS ENTITLED TO NOTICE OF OR TO VOTE AT A MEETING OF
STOCKHOLDERS, SUCH BOOKS SHALL BE CLOSED FOR AT LEAST 10 DAYS
IMMEDIATELY PRECEDING SUCH MEETING. IN LIEU OF CLOSING THE STOCK
TRANSFER BOOKS, THE DIRECTORS MAY FIX IN ADVANCE A DATE AS THE
RECORD DATE FOR ANY SUCH DETERMINATION OF STOCKHOLDERS, SUCH DATE
IN ANY CASE TO BE NOT MORE THAN 20 DAYS AND, IN CASE OF A MEETING
OF STOCKHOLDERS, NOT LESS THAN 20 DAYS PRIOR TO THE DATE ON WHICH
THE PARTICULAR ACTION REQUIRING SUCH DETERMINATION OF
STOCKHOLDERS IS TO BE TAKEN. IF THE STOCK TRANSFER BOOKS ARE NOT
CLOSED AND NO RECORD DATE IS FIXED FOR THE DETERMINATION OF
STOCKHOLDERS ENTITLED TO NOTICE OF OR TO VOTE AT A MEETING OF
STOCKHOLDERS, OR STOCKHOLDERS ENTITLED TO RECEIVE PAYMENT OF A
DIVIDEND, THE DATE ON WHICH NOTICE OF THE MEETING IS MAILED OR
THE DATE ON WHICH THE RESOLUTION OF THE DIRECTORS DECLARING SUCH
DIVIDEND IS ADOPTED, AS THE CASE MAY BE, SHALL BE THE RECORD DATE
F OR SUCH DETERMINATION OF STOCKHOLDERS. WHEN A DETERMINATION OF
STOCKHOLDERS ENTITLED TO VOTE AT ANY MEETING OF STOCKHOLDERS HAS
BEEN MADE AS PROVIDED IN THIS SECTION, SUCH DETERMINATION SHALL
APPLY TO ANY ADJOURNMENT THEREOF.
6. VOTING LISTS.
THE OFFICER OR AGENT HAVING CHARGE OF THE STOCK TRANSFER BOOKS
FOR SHARES OF THE CORPORATION SHALL MAKE, AT LEAST DAYS BEFORE
EACH MEETING OF STOCKHOLDERS, A COMPLETE LIST OF THE STOCKHOLDERS
ENTITLED TO VOTE AT SUCH MEETING, OR ANY ADJOURNMENT THEREOF,
ARRANGED IN ALPHABETICAL ORDER, WITH THE ADDRESS OF AND THE
NUMBER OF SHARES HELD BY EACH, WHICH LIST, FOR A PERIOD OF DAYS
PRIOR TO SUCH MEETING, SHALL BE KEPT ON FILE AT THE PRINCIPAL
OFFICE OF THE CORPORATION AND SHALL BE SUBJECT TO INSPECTION BY
ANY STOCKHOLDER AT ANY TIME DURING USUAL BUSINESS HOURS. SUCH
LIST SHALL ALSO BE PRODUCED AND KEPT OPEN AT THE TIME AND PLACE
OF THE MEETING AND SHALL BE SUBJECT TO THE INSPECTION OF ANY
STOCKHOLDER DURING THE WHOLE TIME OF THE MEETING. THE ORIGINAL
STOCK TRANSFER BOOK SHALL BE PRIMA FACIE EVIDENCE AS TO WHO ARE
THE STOCKHOLDERS ENTITLED TO EXAMINE SUCH LIST OR TRANSFER BOOKS
OR TO VOTE AT THE MEETING OF STOCKHOLDERS.
7. QUORUM.
AT ANY MEETING OF STOCKHOLDERS, 50% OF THE OUTSTANDING SHARES OF
THE CORPORATION ENTITLED TO VOTE, REPRESENTED IN PERSON OR BY
PROXY, SHALL CONSTITUTE A QUORUM AT A MEETING OF STOCKHOLDERS. IF
LESS THAN SAID NUMBER OF THE OUTSTANDING SHARES ARE REPRESENTED
AT A MEETING, A MAJORITY OF THE SHARES SO REPRESENTED MAY ADJOURN
THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. AT SUCH
ADJOURNED MEETING AT WHICH A QUORUM SHALL BE PRESENT OR
REPRESENTED, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN
TRANSACTED AT THE MEETING AS ORIGINALLY NOTIFIED. THE
STOCKHOLDERS PRESENT AT A DULY ORGANIZED MEETING MAY CONTINUE TO
TRANSACT BUSINESS UNTIL ADJOURNMENT, NOTWITHSTANDING THE
WITHDRAWAL OF ENOUGH STOCKHOLDERS TO LEAVE LESS THAN A QUORUM.
8. PROXIES.
AT ALL MEETINGS OF STOCKHOLDERS, A STOCKHOLDER MAY VOTE BY PROXY
EXECUTED IN WRITING BY THE STOCKHOLDER OR BY HIS DULY AUTHORIZED
ATTORNEY IN FACT. SUCH PROXY SHALL BE FILED WITH THE SECRETARY OF
THE CORPORATION BEFORE OR AT THE TIME OF THE MEETING.
9. VOTING.
EACH STOCKHOLDER ENTITLED TO VOTE IN ACCORDANCE WITH THE TERMS
AND PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND THESE BY-
LAWS SHALL BE ENTITLED TO ONE VOTE, IN PERSON OR BY PROXY, FOR
EACH SHARE OF STOCK ENTITLED TO VOTE HELD BY SUCH STOCKHOLDERS.
UPON THE DEMAND O ANY STOCKHOLDER, THE VOTE FOR DIRECTORS AND
UPON ANY QUESTION BEFORE THE MEETING SHALL BE BY BALLOT. ALL
ELECTIONS FOR DIRECTORS SHALL BE DECIDED BY PLURALITY VOTE; ALL
OTHER QUESTIONS SHALL BE DECIDED BY MAJORITY VOTE EXCEPT AS
OTHERWISE PROVIDED BY THE CERTIFICATE OF INCORPORATION OR THE
LAWS OF THIS STATE.
10. ORDER OF BUSINESS.
THE ORDER OF BUSINESS AT ALL MEETINGS OF THE STOCKHOLDERS, SHALL
BE AS FOLLOWS:
1. ROLL CALL.
2. PROOF OF NOTICE OF MEETING OR WAIVER OF NOTICE.
3. READING OF MINUTES OF PRECEDING MEETING.
4. REPORTS OF OFFICERS.
5. REPORTS OF COMMITTEES.
6. ELECTION OF DIRECTORS.
7. UNFINISHED BUSINESS.
8. NEW BUSINESS.
11. INFORMAL ACTION BY STOCKHOLDERS.
UNLESS OTHERWISE PROVIDED BY LAW, ANY ACTION REQUIRED TO BE TAKEN
AT A MEETING OF THE SHAREHOLDERS, OR ANY OTHER ACTION WHICH MAY
BE TAKEN AT A MEETING OF THE SHAREHOLDERS, MAY BE TAKEN WITHOUT A
MEETING IF A CONSENT IN WRITING, SETTING FORTH THE ACTION SO
TAKEN, SHALL BE SIGNED BY ALL OF THE SHAREHOLDERS ENTITLED TO
VOTE WITH RESPECT TO THE SUBJECT MATTER THEREOF.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
THE BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY
ITS BOARD OF DIRECTORS. THE DIRECTORS SHALL IN ALL CASES ACT AS A
BOARD, AND THEY MAY ADOPT SUCH RULES AND REGULATIONS FOR THE
CONDUCT OF THEIR MEETINGS AND THE MANAGEMENT OF THE CORPORATION,
AS THEY MAY DEEM PROPER, NOT INCONSISTENT WITH THESE BY-LAWS AND
THE LAWS OF THIS STATE.
2. NUMBER, TENURE AND QUALIFICATIONS.
THE NUMBER OF DIRECTORS OF THE CORPORATION SHALL BE NO FEWER THAN
3 AND NO MORE THAN 11. EACH DIRECTOR SHALL HOLD OFFICE UNTIL THE
NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS SUCCESSOR SHALL
HAVE BEEN ELECTED AND QUALIFIED.
3. REGULAR MEETINGS.
A REGULAR MEETING OF THE DIRECTORS, SHALL BE HELD WITHOUT OTHER
NOTICE THAN THIS BY-LAW IMMEDIATELY AFTER, AND AT THE SAME PLACE
AS, THE ANNUAL MEETING OF STOCKHOLDERS. THE DIRECTORS MAY
PROVIDE, BY RESOLUTION, THE TIME AND PLACE FOR THE HOLDING OF
ADDITIONAL REGULAR MEETINGS WITHOUT OTHER NOTICE THAN SUCH
RESOLUTION.
4. SPECIAL MEETINGS.
SPECIAL MEETINGS OF THE DIRECTORS MAY BE CALLED BY OR AT-THE
REQUEST OF THE PRESIDENT OR ANY-TWO DIRECTORS. THE PERSON OR
PERSONS AUTHORIZED TO CALL SPECIAL MEETINGS OF THE DIRECTORS MAY
FIX THE PLACE FOR HOLDING ANY SPECIAL MEETING OF THE DIRECTORS
CALLED BY THEM.
5. NOTICE.
NOTICE OF ANY SPECIAL MEETING SHALL BE GIVEN AT LEAST DAYS
PREVIOUSLY THERETO BY WRITTEN NOTICE DELIVERED PERSONALLY, OR BY
TELEGRAM OR RAILED TO EACH DIRECTOR AT HIS BUSINESS ADDRESS. IF
MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN
DEPOSITED IN THE UNITED STATES MAIL SO ADDRESSED, WITH POSTAGE
THEREON PREPAID. IF NOTICE BE GIVEN BY TELEGRAM, SUCH NOTICE
SHALL BE DEEMED TO BE DELIVERED WHEN THE TELEGRAM IS DELIVERED TO
THE TELEGRAPH COMPANY. THE ATTENDANCE OF A DIRECTOR AT A MEETING
SHALL CONSTITUTE A WAIVER OF NOTICE OF SUCH MEETING, EXCEPT WHERE
A DIRECTOR ATTENDS A MEETING FOR THE EXPRESS PURPOSE OF OBJECTING
TO THE TRANSACTION OF ANY BUSINESS BECAUSE THE MEETING IS NOT
LAWFULLY CALLED OR CONVENED.
6. QUORUM.
AT ANY MEETING OF THE DIRECTORS, 50% OF THE DIRECTORS SHALL
CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS, BUT IF LESS
THAN SAID NUMBER IS PRESENT AT A MEETING, A MAJORITY OF THE
DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME
WITHOUT FURTHER NOTICE.
7. MANNER OF ACTING.
THE ACT OF THE MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT
WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE DIRECTORS.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
NEWLY CREATED DIRECTORSHIPS RESULTING FROM AN INCREASE IN THE
NUMBER OF DIRECTORS AND VACANCIES OCCURRING IN THE BOARD FOR ANY
REASON EXCEPT THE REMOVAL OF DIRECTORS WITHOUT CAUSE MAY BE
FILLED BY A VOTE OF A MAJORITY OF THE DIRECTORS THEN IN OFFICE,
ALTHOUGH LESS THAN A QUORUM EXISTS. VACANCIES OCCURRING BY REASON
OF THE REMOVAL OF DIRECTORS WITHOUT CAUSE SHALL BE FILLED BY VOTE
OF THE STOCKHOLDERS. A DIRECTOR ELECTED TO FILL A VACANCY CAUSED
BY RESIGNATION, DEATH OR REMOVAL SHALL BE ELECTED TO HOLD OFFICE
FOR THE UNEXPIRED TERM OF HIS PREDECESSOR.
9. REMOVAL OF DIRECTORS.
ANY OR ALL OF THE DIRECTORS MAY BE REMOVED FOR CAUSE BY VOTE OF
THE STOCKHOLDERS OR BY ACTION OF THE BOARD. DIRECTORS MAY BE
REMOVED WITHOUT CAUSE ONLY BY VOTE OF THE STOCKHOLDERS.
10. RESIGNATION.
A DIRECTOR MAY RESIGN AT ANY TIME BY GIVING WRITTEN NOTICE TO THE
BOARD, THE PRESIDENT OR THE SECRETARY OF THE CORPORATION. UNLESS
OTHERWISE SPECIFIED IN THE NOTICE, THE RESIGNATION SHALL TAKE
EFFECT UPON RECEIPT THEREOF BY THE BOARD OR SUCH OFFICER, AND THE
ACCEPTANCE OF THE RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT
EFFECTIVE.
11. COMPENSATION.
NO COMPENSATION SHALL BE PAID TO DIRECTORS, AS SUCH, FOR THEIR
SERVICES, BUT BY RESOLUTION OF THE BOARD A FIXED SUM AND EXPENSES
FOR ACTUAL ATTENDANCE AT EACH REGULAR OR SPECIAL MEETING OF THE
BOARD MAY BE AUTHORIZED. NOTHING HEREIN CONTAINED SHALL BE
CONSTRUED TO PRECLUDE ANY DIRECTOR FROM SERVING THE CORPORATION
IN ANY OTHER CAPACITY AND RECEIVING COMPENSATION THEREFOR.
12. PRESUMPTION OF ASSENT.
A DIRECTOR OF THE CORPORATION WHO IS PRESENT AT A MEETING OF THE
DIRECTORS AT WHICH ACTION ON ANY CORPORATE MATTER IS TAKEN SHALL
BE PRESUMED TO HAVE ASSENTED TO THE ACTION TAKEN UNLESS HIS
DISSENT SHALL BE ENTERED IN THE MINUTES OF THE MEETING OR UNLESS
HE SHALL FILE HIS WRITTEN DISSENT TO SUCH ACTION WITH THE PERSON
ACTING AS THE SECRETARY OF THE MEETING BEFORE THE ADJOURNMENT
THEREOF OR SHALL FORWARD SUCH DISSENT BY REGISTERED MAIL TO THE
SECRETARY OF THE CORPORATION IMMEDIATELY AFTER THE ADJOURNMENT OF
THE MEETING. SUCH RIGHT TO DISSENT SHALL NOT APPLY TO A DIRECTOR
WHO VOTED IN FAVOR OF SUCH ACTION.
13. EXECUTIVE AND OTHER COMMITTEES.
THE BOARD, BY RESOLUTION, MAY DESIGNATE FROM AMONG ITS MEMBERS AN
EXECUTIVE COMMITTEE AND OTHER COMMITTEES, EACH CONSISTING OF
THREE OR MORE DIRECTORS. EACH SUCH COMMITTEE SHALL SERVE AT THE
PLEASURE OF THE BOARD.
ARTICLE IV - OFFICERS
1. NUMBER.
THE OFFICERS OF THE CORPORATION SHALL BE A PRESIDENT, A VICE-
PRESIDENT, A SECRETARY AND A TREASURER, EACH OF WHOM SHALL BE
ELECTED BY THE DIRECTORS. SUCH OTHER OFFICERS AND ASSISTANT
OFFICERS AS MAY BE DEEMED NECESSARY MAY BE ELECTED OR APPOINTED
BY THE DIRECTORS.
2. ELECTION AND TERM OF OFFICE.
THE OFFICERS OF THE CORPORATION TO BE ELECTED BY THE DIRECTORS
SHALL BE ELECTED ANNUALLY AT THE FIRST MEETING OF THE DIRECTORS
HELD AFTER EACH ANNUAL MEETING OF THE STOCKHOLDERS. EACH OFFICER
SHALL HOLD OFFICE UNTIL HIS SUCCESSOR SHALL HAVE BEEN DULY
ELECTED AND SHALL HAVE QUALIFIED OR UNTIL HIS DEATH OR UNTIL HE
SHALL RESIGN OR SHALL HAVE BEEN REMOVED IN THE MANNER HEREINAFTER
PROVIDED.
3. REMOVAL.
ANY OFFICER OR AGENT ELECTED OR APPOINTED BY THE DIRECTORS MAY BE
REMOVED BY THE DIRECTORS WHENEVER IN THEIR JUDGMENT THE BEST
INTERESTS OF THE CORPORATION WOULD BE SERVED THEREBY, BUT SUCH
REMOVAL SHALL BE WITHOUT PREJUDICE TO THE CONTRACT RIGHTS, IF
ANY, OF THE PERSON SO REMOVED.
4. VACANCIES.
A VACANCY IN ANY OFFICE BECAUSE OF DEATH, RESIGNATION, REMOVAL,
DISQUALIFICATION OR OTHERWISE, MAY BE FILLED BY THE DIRECTORS FOR
THE UNEXPIRED PORTION OF THE TERM.
5. PRESIDENT.
THE PRESIDENT SHALL BE THE PRINCIPAL EXECUTIVE OFFICER OF THE
CORPORATION AND, SUBJECT TO THE CONTROL OF THE DIRECTORS, SHALL
IN GENERAL SUPERVISE AND CONTROL ALL OF THE BUSINESS AND AFFAIRS
OF THE CORPORATION. HE SHALL, WHEN PRESENT, PRESIDE AT ALL
MEETINGS OF THE STOCKHOLDERS AND OF THE DIRECTORS. HE MAY SIGN,
WITH THE SECRETARY OR ANY OTHER PROPER OFFICER OF THE CORPORATION
THEREUNTO AUTHORIZED BY THE DIRECTORS, CERTIFICATES FOR SHARES OF
THE CORPORATION, ANY DEEDS, MORTGAGES, BONDS, CONTRACTS, OR OTHER
INSTRUMENTS WHICH THE DIRECTORS HAVE AUTHORIZED TO BE EXECUTED,
EXCEPT IN CASES WHERE THE SIGNING AND EXECUTION THEREOF SHALL BE
EXPRESSLY DELEGATED BY THE DIRECTORS OR BY THESE BY-LAWS TO SOME
OTHER OFFICER OR AGENT OF THE CORPORATION, OR SHALL BE REQUIRED
BY LAW TO BE OTHERWISE SIGNED OR EXECUTED; AND IN GENERAL SHALL
PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF PRESIDENT AND SUCH
OTHER DUTIES AS MAY BE PRESCRIBED BY THE DIRECTORS FROM TIME TO
TIME.
6. VICE-PRESIDENT.
IN THE ABSENCE OF THE PRESIDENT OR IN EVENT OF HIS DEATH,
INABILITY OR REFUSAL TO ACT, THE VICE-PRESIDENT SHALL PERFORM THE
DUTIES OF THE PRESIDENT, AND WHEN SO ACTING, SHALL HAVE ALL THE
POWERS OF AND BE SUBJECT TO ALL THE RESTRICTIONS UPON THE
PRESIDENT. THE VICE-PRESIDENT SHALL PERFORM SUCH OTHER DUTIES AS
FROM TIME TO TIME MAY BE ASSIGNED TO HIM BY THE PRESIDENT OR BY
THE DIRECTORS.
7. SECRETARY.
THE SECRETARY SHALL KEEP THE MINUTES OF THE STOCKHOLDERS' AND OF
THE DIRECTORS, MEETINGS IN ONE OR MORE BOOKS PROVIDED FOR THAT
PURPOSE, SEE THAT ALL NOTICES ARE DULY GIVEN IN ACCORDANCE WITH
THE PROVISIONS OF THESE BY-LAWS OR AS REQUIRED, BE CUSTODIAN OF
THE CORPORATE RECORDS AND OF THE SEAL OF THE CORPORATION AND KEEP
A REGISTER OF THE POST OFFICE ADDRESS OF EACH STOCKHOLDER WHICH
SHALL BE FURNISHED TO THE SECRETARY BY SUCH STOCKHOLDER, HAVE
GENERAL CHARGE OF THE STOCK TRANSFER BOOKS OF THE CORPORATION AND
IN GENERAL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF SECRETARY
AND SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE ASSIGNED TO HIM
BY THE PRESIDENT OR BY THE DIRECTORS.
8. TREASURER.
IF REQUIRED BY THE DIRECTORS, THE TREASURER SHALL GIVE A BOND FOR
THE FAITHFUL DISCHARGE OF HIS DUTIES IN SUCH SUM AND WITH SUCH
SURETY OR SURETIES AS THE DIRECTORS SHALL DETERMINE. HE SHALL
HAVE CHARGE AND CUSTODY OF AND BE RESPONSIBLE FOR ALL FUNDS AND
SECURITIES OF THE CORPORATION; RECEIVE AND GIVE RECEIPTS FOR
MONEYS DUE AND PAYABLE TO THE CORPORATION FROM ANY SOURCE
WHATSOEVER, AND DEPOSIT ALL SUCH MONEYS IN THE NAME OF THE
CORPORATION IN SUCH BANKS, TRUST COMPANIES OR OTHER DEPOSITORIES
AS SHALL BE SELECTED IN ACCORDANCE WITH THESE BY-LAWS AND IN
GENERAL PERFORM ALL OF THE DUTIES INCIDENT TO THE OFFICE OF
TREASURER AND SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE
ASSIGNED TO HIM BY THE PRESIDENT OR BY THE DIRECTORS.
9. SALARIES.
THE SALARIES OF THE OFFICERS SHALL BE FIXED FROM TIME TO TIME BY
THE DIRECTORS AND NO OFFICER SHALL BE PREVENTED FROM RECEIVING
SUCH SALARY BY REASON OF THE FACT THAT HE IS ALSO A DIRECTOR OF
THE CORPORATION.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
THE DIRECTORS MAY AUTHORIZE ANY OFFICER OR OFFICERS, AGENT OR
AGENTS, TO ENTER INTO ANY CONTRACT OR EXECUTE AND DELIVER ANY
INSTRUMENT IN THE NAME OF AND ON BEHALF OF THE CORPORATION, AND
SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES.
2. LOANS.
NO LOANS SHALL BE CONTRACTED ON BEHALF OF THE CORPORATION AND NO
EVIDENCES OF INDEBTEDNESS SHALL BE ISSUED IN ITS NAME UNLESS
AUTHORIZED BY A RESOLUTION OF THE DIRECTORS. SUCH AUTHORITY MAY
BE GENERAL OR CONFINED TO SPECIFIC INSTANCES.
3. CHECKS, DRAFTS, ETC.
ALL CHECKS, DRAFTS OR OTHER ORDERS FOR THE PAYMENT OF MONEY,
NOTES OR OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF
THE CORPORATION, SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS,
AGENT OR AGENTS OF THE CORPORATION AND IN SUCH MANNER AS SHALL
FROM TIME TO TIME BE DETERMINED BY RESOLUTION OF THE DIRECTORS.
4. DEPOSITS.
ALL FUNDS OF THE CORPORATION NOT OTHERWISE EMPLOYED SHALL BE
DEPOSITED FROM TIME TO TIME TO THE CREDIT OF THE CORPORATION IN
SUCH BANKS, TRUST COMPANIES OR OTHER DEPOSITORIES AS THE
DIRECTORS MAY SELECT.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
CERTIFICATES REPRESENTING SHARES OF THE CORPORATION SHALL BE IN
SUCH FORM AS SHALL BE DETERMINED BY THE DIRECTORS. SUCH
CERTIFICATES SHALL BE SIGNED BY THE PRESIDENT AND BY THE
SECRETARY OR BY SUCH OTHER OFFICERS AUTHORIZED BY LAW AND BY THE
DIRECTORS. ALL CERTIFICATES FOR SHARES SHALL BE CONSECUTIVELY
NUMBERED OR OTHERWISE IDENTIFIED. THE NAME AND ADDRESS OF THE
STOCKHOLDERS, THE NUMBER OF SHARES AND DATE OF ISSUE, SHALL BE
ENTERED ON THE STOCK TRANSFER BOOKS OF THE CORPORATION. ALL
CERTIFICATES SURRENDERED TO THE CORPORATION FOR TRANSFER SHALL BE
CANCELED AND NO NEW CERTIFICATE SHALL BE ISSUED UNTIL THE FORMER
CERTIFICATE FOR A LIKE NUMBER OF SHARES SHALL HAVE BEEN
SURRENDERED AND CANCELED, EXCEPT THAT IN CASE OF A LOST,
DESTROYED OR MUTILATED CERTIFICATE A NEW ONE MAY BE ISSUED
THEREFOR UPON SUCH TERMS AND INDEMNITY TO THE CORPORATION AS THE
DIRECTORS MAY PRESCRIBE.
2. TRANSFERS OF SHARES.
(A) UPON SURRENDER TO THE CORPORATION OR THE TRANSFER AGENT OF
THE CORPORATION OF A CERTIFICATE FOR SHARES DULY ENDORSED OR
ACCOMPANIED BY PROPER EVIDENCE OF SUCCESSION, ASSIGNMENT OR
AUTHORITY TO TRANSFER, IT SHALL BE THE DUTY OF THE CORPORATION TO
ISSUE A NEW CERTIFICATE TO THE PERSON ENTITLED THERETO, AND
CANCEL THE OLD CERTIFICATE; EVERY SUCH TRANSFER SHALL BE ENTERED
ON THE TRANSFER BOOK OF THE CORPORATION WHICH SHALL BE KEPT AT
ITS PRINCIPAL OFFICE.
(B) THE CORPORATION SHALL BE ENTITLED TO TREAT THE HOLDER OF
RECORD OF ANY SHARE AS THE HOLDER IN FACT THEREOF, AND,
ACCORDINGLY, SHALL NOT BE BOUND TO RECOGNIZE ANY EQUITABLE OR
OTHER CLAIM TO OR INTEREST IN SUCH SHARE ON THE PART OF ANY OTHER
PERSON WHETHER OR NOT IT SHALL HAVE EXPRESS OR OTHER NOTICE
THEREOF, EXCEPT AS EXPRESSLY PROVIDED BY THE LAWS OF THIS STATE.
ARTICLE VII - FISCAL YEAR
THE FISCAL YEAR OF THE CORPORATION SHALL BEGIN ON THE 1ST DAY OF
JANUARY IN EACH YEAR.
ARTICLE VIII - DIVIDENDS
THE DIRECTORS MAY FROM TIME TO TIME DECLARE, AND THE CORPORATION
MAY PAY, DIVIDENDS ON ITS OUTSTANDING SHARES IN THE MANNER AND
UPON THE TERMS AND CONDITIONS PROVIDED BY LAW.
ARTICLE IX - SEAL
THE DIRECTORS SHALL PROVIDE A CORPORATE SEAL WHICH SHALL BE
CIRCULAR IN FORM AND SHALL HAVE INSCRIBED THEREON THE NAME OF THE
CORPORATION, THE STATE OF INCORPORATION, YEAR OF INCORPORATION
AND THE WORDS, "CORPORATE SEAL".
ARTICLE X - WAIVER OF NOTICE
UNLESS OTHERWISE PROVIDED BY LAW, WHENEVER ANY NOTICE IS REQUIRED
TO BE GIVEN TO ANY STOCKHOLDER OR DIRECTOR OF THE CORPORATION
UNDER THE PROVISIONS OF THESE BY-LAWS OR UNDER THE PROVISIONS OF
THE ARTICLES OF INCORPORATION, A WAIVER THEREOF IN WRITING,
SIGNED BY THE PERSON OR PERSONS ENTITLED TO SUCH NOTICE, WHETHER
BEFORE OR AFTER THE TIME STATED THEREIN, SHALL BE DEEMED
EQUIVALENT TO THE GIVING OF SUCH NOTICE.
ARTICLE XI - AMENDMENTS
THESE BY-LAWS MAY BE ALTERED, AMENDED OR REPEALED AND NEW BY-LAWS
MAY BE ADOPTED BY A VOTE OF THE STOCKHOLDERS REPRESENTING A
MAJORITY OF ALL THE SHARES ISSUED AND OUTSTANDING, AT ANY ANNUAL
STOCKHOLDERS' MEETING OR AT ANY SPECIAL STOCKHOLDERS' MEETING
WHEN THE PROPOSED AMENDMENT HAS BEEN SET OUT IN THE NOTICE OF
SUCH MEETING.
