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.)
1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 732-2253
Registrant's Attorney: Daniel G. Chapman, Esq., 3360 W. Sahara
Ave, Suite 200, Las Vegas, NV 89102, (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
PART I
ITEM 1. BUSINESS
Background
Fuji Electrocell Corporation (the "Company") is a Nevada
corporation formed on September 11, 1981 as the "Controlled
Combustion Corp." Its original purpose was to design, develop,
and build a pyrolitic plant, using and licensing the technology
specified in US Patent 3,838,013, rights to which were owned by
one of the founders. Because of the enormous costs involved in
developing the plant, the Company abandoned its original purpose
in October, 1992. The Company's 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. It is believed
that the Company did distribute batteries under this contract.
The Company's principal place of business is located at 1839 SE
Port Saint Lucie Blvd., Port Saint Lucie, FL 34952.
The Company originally issued 22,500 shares of its common stock
to the three founders, then issued an additional 4,500 shares to
eleven investors. By April, 1983, these fourteen shareholders, by
gift or sale, transferred certain of their shares to
approximately 90 additional persons, in reliance upon the
exemption from the registration requirements provided by Section
4(2) of the Securities Act of 1933 as amended (the "Securities
Act"). On June 25, 1986, the Company's Articles were amended to
increase the authorized capital stock to Fifty Million Shares
from Fifty Thousand. The Company then authorized a 100:1 forward
stock split. On July 29, 1986, the Company issued 6,300,000
shares of its common stock for the interests in the Fuji
Electrocell Battery. In April, 1987, the Board issued 15,000,000
restricted shares to a then-director to be used as collateral for
a loan to be obtained by that director for the benefit of the
Company. Additional restricted shares were issued by previous
board members through 1992. Current management has not been able
to locate records concerning those issues, but it is believed
that previous management relied upon exemptions provided by
Section 4(2) of the Securities Act.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), in order to ensure that public
information is readily accessible to all shareholders and
potential investors, and to increase the Company's access to
financial markets. In the event the Company's obligation to file
periodic reports is suspended pursuant to the Exchange Act, the
Company anticipates that it will continue to voluntarily file
such reports.
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.
Risk Factors
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan.
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has had no operating history and has received no revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination
with a profitable target company. There is no assurance that the
Company will identify a target company or complete a business
combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and
management of the identified target company. While management
intends to seek business combinations with entities having
established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such
criteria. In the event the Company completes a business
combination, the success of the Company's operations may be
dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the
Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise,
and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying
possible target companies and successfully completing a business
combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to engaging
in a business combination with any private entity. There can be
no assurance that the Company will successfully identify and
evaluate suitable business opportunities or conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluations.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company will be
able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target company to
have achieved, and without which the Company would not consider a
business combination in any form with such. Accordingly, the
Company may enter into a business combination with a target
company having no significant operating history, losses, limited
or no potential for earnings, limited assets, negative net worth,
or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of the Company. The
Company's officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") must provide certain information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act
are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has not conducted or received results of market research
indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. If
there is demand for a business combination as contemplated by the
Company, there is no assurance the Company will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within
a particular business or industry, thereby increasing the risks
associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all
likelihood, result in shareholders of a private company obtaining
a controlling interest in the Company. Any such business
combination may require management of the Company to sell or
transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective
shareholders, and a change in the Company's control and/or
management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business
combination with the Company. The perceived adverse consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders, and
the inability or unwillingness to comply with various federal and
state securities laws enacted for the protection of investors.
These securities laws primarily relate to registering securities
and full disclosure of the Company's business, management, and
financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the federal and state tax consequences to both the Company and
the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY TARGET
COMPANIES. Management believes that any potential target company
must provide audited financial statements for review, and for the
protection of all parties to the business combination. One or
more attractive target companies may forego a business
combination with the Company, rather than incur the expenses
associated with preparing audited financial statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue sky
laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the
ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a
result of recent changes in federal law, non-issuer trading or
resale of the Company's securities is exempt from state
registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale of blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for the
Company's securities to be a limited one.
ITEM 2. PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD-LOOKING STATEMENTS
This registration statement includes projections of future
results and "forward-looking statements" as that term is defined
in Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements that are included in this
registration statement other than statements of historical fact,
are forward-looking statements. Although Management believes that
the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that such expectations
will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations
are disclosed in this registration statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this registration statement
Plan of Operation - General
The Company's plan is to seek, investigate and, if such
investigation warrants, acquire an interest in one or more target
companies 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
combination. 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 combination 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 combination 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 combination 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 (if
there are any in the future), officer, director or 5% shareholder
of the Company, if such person plays a material role in bringing
a transaction to the Company.
Paying a finder's fee to an insider could give rise to a conflict
of interest. The Company's board of directors considers such
payment, together with any profit on the equity interest held by
insiders, to constitute payment for the insiders' services,
especially given that Management serves without compensation. To
provide further safeguards for the shareholders, however, the
Company's board will ensure that any finder's fee paid to an
insider is "earned" in the sense that the work performed by the
insider is equivalent to the amount of work typically performed
by an independent third party seeking such fees. Additionally,
the insider is not permitted to be a 5% shareholder, officer, or
director of the target company. The finder's fee, whether paid to
insiders or to an independent third party, may be paid from the
revenues or other funds provided by the target 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. (Although such repurchase may be required
in order to complete a business combination, whether for tax
purposes or otherwise, Management does not anticipate that such
transactions will arise). 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 not be a material factor in their decision to
enter a specific transaction. Management will treat all shares of
the Company as equal in such a transaction. Management will not
negotiate for the purchase or other special treatment of shares
held by insiders in a business combination.
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. Company policy does,
however, permit a merger or other business combination with an
entity in which the Company's management, or their affiliates or
associates have an ownership interest. Such a target company will
be evaluated by the Company's board of directors as discussed
herein, with the interested individuals prohibited from voting to
accept or reject the combination. At this time, no such entities
have been proposed or identified.
The Company has insufficient capital with which to provide the
owners of target companies with any significant cash or other
assets. However, management believes the Company will offer
owners of target companies 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 target companies 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 target company, 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 target company. 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 has not
devised any notices or advertisements to assist in its search for
a target company, nor is any such notice or advertisement
proposed, other than a web-site which will advertise the
Company's availability. While the Company may acquire or merge
with a company in which the Company's management, promoters,
shareholders, or their affiliates or associates directly or
indirectly have an ownership interest, no finder's fee may be
paid to such insiders who are deemed control persons of the
target company.
The Company will seek a potential target company 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 5-10 hours 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.
Evaluation of Opportunities
The analysis of new target companies 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 target companies which may be brought to
its attention through present associations with management. In
analyzing prospective target companies, 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 combination 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 the Company participates in an opportunity
with a target company 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
(including private placements of restricted stock or a public
offering of common stock), 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 target
companies 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 combination 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 combination, 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 target company.
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 target company and, therefore,
could commit those funds to the operations of the target company,
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 target company to
be acquired. If the target company acquired is not able to
generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that target company, 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 target
company, 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 target
company 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.
Management
The Company's Management consist of the executive officers and
directors identified below (see "Item 5. - Directors and
Executive Officer"). These individuals do not have any prior
experience in dealing with blank-check companies, and are not
involved with any other blank-check companies that could compete
with this Company. There are no arrangements, agreements, or
understandings in which non-management shareholders participate
in or influence the management of the Company's affairs.
Management has not intentions of issuing or selling new
securities of the Company prior to the identification of a target
company for a business combination. In addition, the Company will
not issue any securities to executive officers, directors, or
promoters, or to their affiliates.
Management has agreed to advance additional funds to the Company
as needed for operating capital or to enable the Company to
search for or complete a business combination with a target
company. There is no arrangement in place for repaying Management
for these funds, and all advances are made without expectation of
repayment, unless the owners of a target company agree to repay
all or a portion of these advances. The Company does not intend
to issue equity or incur debt in order to repay Management for
these advances, or for any other reasons.
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.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.
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 3. DESCRIPTION OF PROPERTIES.
The Company has the use of a limited amount of office space from
Rick Oldfield, 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 Percent of Class
Class Beneficial Owner Nature of
Beneficial
Ownership
Common Alan R. & Sharon A. 4,278,201 13.04%
Kipnis
20529 Dumont St.
Woodland Hills, CA
91364
Common Midwest Securities 4,069,313 12.40%
Trust Co.
P.O. Box 1099
Chicago, IL 60690
Common Richard J. Oldfield 6,663,102 20.31%
1839 S.E. Port Saint
Lucie Blvd.,
Port Saint Lucie, FL
34952
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 Percent of Class
Class Beneficial Owner Nature of
Beneficial
Ownership
Common Alan R. & Sharon A. 4,278,201 13.04%
Kipnis
20529 Dumont St.
Woodland Hills, CA
91364
Common Rick Oldfield 6,663,102 20.31%
1839 S.E. Port Saint
Lucie Blvd.,
Port Saint Lucie, FL
34952
Common All directors and 10,940,603.00 33.35%
officers as a group (2
individuals)
</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. Oldfield 49 President /
Director
James W. Blake 40 Secretary / Treasurer
Alan R. Kipnis 50 Director
</TABLE>
Richard J. Oldfield
Mr. Oldfield is the President and a Director of the Company, and
has been since April, 1998. Mr. Oldfield has served as President
of Treasure Coast Mortgage since 1987. Prior to his tenure with
Treasure Coast Mortgage, Mr. Oldfield was a successful real
estate broker, working with Walter Mortgage from 1985 to 1987,
Draizin Realty from 1984 to 1985, Tardiff Realty from 1982 to
1983, and Kenny Rogers Realty from 1981 to 1982. Prior to that
time he worked as a commercial fisherman from 1974 to 1980. He
was a dean's list student at Broward Community College, where he
attended at various times from 1967-1974, and was a sergeant in
the U.S. army from 1968 to 1970, where he received the Bronze
Star.
James W. Blake
Mr. Blake is the Secretary and Treasurer of the Company, and has
served in those positions since April, 1998. Mr. Blake has served
as President of American International Square, Ltd. since
February, 1996. From March, 1989 through November, 1991, he was
the Secretary of Taj & Blake International Trading Company. Both
of these companies were general trading entities which located
goods manufactured in the United States for overseas buyers. 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.
Prior Blank Check Experience
None of the officers or directors of the Company have any prior
experience with blank check companies.
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 target company, 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. 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 32,805,784 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 or exempted under another provision of the Securities 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 Securities 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.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
As of March 13, 1998, there were 32,805,784 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.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
ITEM 2. 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. The Complaint was filed
in the Nineteenth Judicial Circuit Court, in and for St. Lucie
County, Florida, as Case No. 98-736CA03. 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 to declare the agreement void, simply to protect
itself from a later breach of contract action.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not issued or sold any unregistered securities in
the previous three years.
ITEM 5. 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.
PART F/S
The financial statements and supplemental data required by this
Part F/S include the following:
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
Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071
To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)
I have audited the accompanying balance sheet of Fuji Electrocell
Corporation as of December 31, 1998, and the related statements
of income, retained earnings 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, 1998, and the results of
its operations, retained earnings, and its cash flows for the
year then ended in conformity with generally accepted accounting
principles.
/s/ Robert J. Boyer, CPA
Robert J. Boyer, CPA
Coral Springs, FL
April 30, 1999
Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071
To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)
I have compiled the accompanying balance sheet of Fuji
Electrocell Corporation as of March 31, 1999, and the related
statements of income, retained earnings and cash flows for the
three months then ended in accordance with Statements on
Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
I have not audited or reviewed the accompanying financial
statements and, accordingly I do not express an opinion or any
other form of assurance on them.
/s/ Robert J. Boyer, CPA
Robert J. Boyer, CPA
Coral Springs, FL
May 4, 1999
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
3/31/99 1998 1997
ASSETS
CURRENT ASSETS
Cash $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0
PROPERTY AND EQUIPMENT
Fixed Assets $0 $0 $0
TOTAL PROPERTY AND $0 $0 $0
EQUIPMENT
OTHER ASSETS
Other Assets Items $0 $0 $0
TOTAL ASSETS $0 $0 $0
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $20,858 $20,858 $20,858
TOTAL CURRENT LIABILITIES $20,858 $20,858 $20,858
LONG-TERM DEBT $0 $0 $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par $32,806 $32,806 $32,806
value
authorized 50,000,000
shares issued and
outstanding
32,805,784 shares
Additional Paid In Capital $17,194 $17,194 $17,194
Deficit Accumulated During ($70,858) ($70,858) ($70,858)
Development Stage
TOTAL STOCKHOLDERS' EQUITY ($20,858) ($20,858) ($20,858)
TOTAL LIABILITIES AND $0 $0 $0
STOCKHOLDERS' EQUITY
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C> <C>
Three 1998 1997
months
ended
3/31/99
INCOME
Revenue $0 $0 $0
TOTAL INCOME $0 $0 $0
EXPENSES
General and Administrative $0 $0 $0
TOTAL EXPENSES
NET PROFIT (LOSS) $0 $0 $0
NET PROFIT (LOSS) PER $0.00 $0.00 $0.00
SHARE
AVERAGE NUMBER OF SHARES 32,805,78 32,805,78 32,805,78
OF COMMON STOCK 4 4 4
OUTSTANDING
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Number of Shares Dollar Amount Paid in Capital Accumulated Deficit
Balance January 32,805,784 $32,806 $17,194 (70,858)
1, 1997
Net Income $0
Year Ended
12/31/97
Balance 12/31/97 32,805,784 $32,806 $17,194 (70,858)
Net Income $0
Year Ended
12/31/98
Balance 12/31/98 32,805,784 $32,806 $17,194 (70,858)
Net Income $0
Three months
Ended 3/31/99
Balance 3/31/99 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>
Three months 1998 1997
ended 3/31/99
CASH FLOWS FROM
OPERATIONS
Net (Loss) $0 $0 $0
CASH PROVIDED FROM $0 $0 $0
INVESTING ACTIVITIES
CASH PROVIDED FROM $0 $0 $0
FINANCING ACTIVITIES
Net increase in cash $0 $0 $0
Cash, Beginning of Period $0 $0 $0
Cash, End of Period $0 $0 $0
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY
The Company was organized in 1988 under the laws of the State of
Nevada. The Company has no operations, has had no significant
operations since January 1, 1996, and under generally accepted
accounting standards is considered a development stage company.
The Company has adopted the accrual method of accounting as its
only accounting policy at this time.
BASIC YEARLY MINIMUM EXPENSES
Even though the Company has had no revenues, there were some
basic expenses throughout the year that had to be paid. These
were paid by some of the Company's management, with no
expectation of being reimbursed, and accordingly no notes payable
from the Company to these managers had been set up on the books
as of December 31, 1998.
GOING CONCERN ISSUES
The Company has no operations, with any future operations not
clearly defined at this time. However, the Company has no
revenues and without revenues or expected revenues in the near
future, the Company is unlikely to be able to continue in
business as a going concern. It is management's plan to continue
to fund the Company's basic yearly requirements personally, with
hopes of obtaining future capital and future business operations.
STOCK STRUCTURE
Future capital funding of the Company can be acquired through
either the issuance of the remaining common stock, or the initial
issuance of the preferred stock authorized by the State of
Nevada.
REGULATORY FILINGS
The Company has filed a 10-SB report with the SEC in 1998, and is
presently preparing a current 10-SB to be filed during the second
quarter of 1999. All required State and Federal filings are
current as of the Balance Sheet date.
LEGAL PROCEEDINGS
The Company is a plaintiff in a legal action regarding a Canadian
Company which has agreed to withdraw from a contract with the
Company. The Company has instituted this action to declare this
agreement void, so that they cannot be later sued for breach of
contract. Legal counsel does not anticipate any adverse action
against the Company as a result of this action.
SIGNIFICANT OWNERSHIP
Of the total amount of shares outstanding, 16,873,914 are owned
by three different individuals and one Securities Trust Company.
Not any of these individually control the Company with more than
50% of the voting power of the Common shares.
PART III
INDEX TO 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 any such contract or transaction.
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.
