U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
General form for registration of securities of small business issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Asphalt Paving International, Inc.
(Name of Small Business Issuer in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
59-3556733
(I.R.S. Employer Identification No.)
200 East Robinson Street, Suite 450, Orlando, Florida 32801
(Address of principal executive offices) (Zip Code)
(407) 650-0333
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act: X
Title of each class to be so registered: Common Stock,
$0.001 par value per share
Name of each exchange on which each class is to be registered:
National Quotation Bureau Pink Sheets
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TABLE OF CONTENTS
Part I
Item 1. Description of Business..........................................3
Item 2. Plan of Operation................................................7
Item 3. Description of Property..........................................7
Item 4. Security Ownership of Certain Beneficial
Owners and Management............................................8
Item 5. Directors, Executive Officers, Promoters
and Control Persons..............................................9
Item 6. Executive Compensation..........................................10
Item 7. Certain Relationships and Related Transactions..................10
Item 8. Description of Securities.......................................10
Part II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.....................12
Item 2. Legal Proceedings...............................................13
Item 3. Changes in and Disagreements with Accountants...................13
Item 4. Recent Sales of Unregistered Securities.........................13
Item 5. Indemnification of Directors and Officers.......................14
Part F/S
Financial Statements........................................................15
Part III
Item 1. Index to Exhibits...............................................
Item 2. Description of Exhibits.........................................
Signatures..................................................................
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To simplify the language in this Registration Statement, Asphalt Paving
International, Inc. is referred to herein as the "Company" or "We."
Item 1. Description of Business.
Business Development.
We were incorporated in the State of Florida on January 14, 1998 to design and
manufacture machinery related to asphalt. We have never had revenues from
operations. Last year we abandoned this plan of business, because our management
felt that the market for such equipment and machinery was not favorable.
We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
Business of Issuer.
We are a development stage company. Our activities have been limited to capital
formation and corporate organizational matters. To date, we have conducted no
business, research or developmental activities. Although we initially intended
to design and manufacture asphalt related equipment, we have never had any
specific products or offered any services.
We can be defined as a "shell" company whose sole purpose at this time is to
locate and consummate a reverse merger or reverse acquisition with an
unidentified private entity (hereinafter referred to as the "business
opportunity").
We are voluntarily registering a class of our securities on this Form 10-SB
registration statement, although we are not required to do so pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"). U.S. Securities
and Exchange Commission ("Commission") approval of this Form 10-SB will obligate
us to file reports pursuant to Section 13 of the Exchange Act. If we become a
reporting company, we may be able to attract a business opportunity candidate
that wishes to achieve the status of an Exchange Act registered entity and
establish a public market for its common stock. There can be no assurance,
however, that the foregoing assumption is correct.
We have neither conducted, nor have others made available to us, market research
indicating whether any demand exists for such transactions. Moreover, we do not
have, and do not plan to have, or plan to establish, a marketing organization.
Even if demand for such a business opportunity is identified, there is no
assurance that we will be successful in its consummation.
Competition.
We are and will continue to be a limited competitor in the business of seeking
business opportunities with private companies. A large number of established and
well-financed entities, including venture capital firms, are active in reverse
mergers and reverse acquisitions of companies. These firms are in a better
competitive position than our company to attract desirable business opportunity
candidates. Nearly all such entities have significantly greater experience and
financial resources,
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technical expertise and managerial capabilities. Consequently, we will be at a
competitive disadvantage in identifying and successfully completing possible
business opportunities.
Intellectual Property.
We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.
Government Regulation.
We cannot anticipate or determine the effects of many possible governmental
regulations, including environmental laws, because we have not determined the
type of business in which we will be engaged. The proposed business activities
described herein classify us as a "blank check" company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies. We do not intend to undertake any offering of our
securities, either debt or equity, until such time as we have successfully
implemented our business plan, described herein. We are not making a "blank
check" offering; we are registering a class of our securities on this Form 10-SB
registration statement. Although we currently have no plans to conduct a "blank
check" offering, our business opportunity candidate may elect to do so upon
consummation of a business opportunity.
The transferability of our common stock is limited because a significant number
of states have enacted regulations or "blue sky" laws restricting or, in many
instances, prohibiting, the initial sale and subsequent resale of securities of
"blank check" companies within that state. The following states have enacted
such regulations: Alaska, Arizona, Arkansas, California, Colorado, Connecticut,
Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Maryland, Massachusetts, Michigan, Missouri, Nebraska, Nevada, New Jersey, New
York, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina,
South Dakota, Tennessee, Texas, Utah, Vermont, Virginia and Washington.
In addition, many states, while not specifically prohibiting or restricting
securities of "blank check" companies, may not register our securities for sale
or resale due to other state rules and regulations. We are unable to accurately
predict which states may prohibit sales or resales of securities of a "blank
check" company. Therefore, we currently have no plans to register any of our
securities for sale within any particular state. To ensure that no state laws
are violated through the resales of our securities, we will refuse to register
the transfer of any of our securities to residents of any state, which prohibits
such resale, if no applicable resale exemption is available. We do not
anticipate that a secondary trading market for our securities will develop in
any state until a business opportunity is consummated, if at all.
Federal and state tax consequences will likely be major considerations in any
business opportunity that we may undertake. Such transactions may be structured
so as to result in tax-free treatment to both companies. We intend to structure
business opportunities, which minimize the federal and state tax consequences of
both our Company and the target entity; however, there can be no assurance that
the business opportunity will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-
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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.
Companies subject to Sections 13 and 15(d) of the Exchange Act are required to
provide information about significant acquisitions, including certified audited
financial statements of the acquired company for one, two or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some business opportunities to prepare audited financial
statements may preclude consummation of an otherwise desirable business
opportunity.
Employees.
We currently have no full-time employees. There are no collective bargaining
agreements or employment agreements with employees. Our officers and directors
are involved in other full-time business activities and direct our operations on
a part time basis. Our officers and directors receive no compensation for their
services.
Item 2. Plan of Operation.
We have no operations and or revenues. If this registration statement clears
comments of the Commission in the next twelve months, we plan to seek business
opportunity candidates. Otherwise, we expect to remain without operations and
without accepting offers from any business opportunity candidate.
We currently have no particular contemplated business opportunity. As of the
date of this registration statement, we have not entered into negotiations
regarding any business opportunity. None of our management, affiliates or any
promoters have engaged in any preliminary contact or discussions with any
representative of any other company regarding any business opportunity between
us and such other company.
We will not restrict our business opportunity search to any specific business,
industry, or geographical location. We may participate in virtually any kind of
business. We anticipate that we will participate in only one potential business
opportunity, since we have no assets and limited financial resources. To date,
we have not developed any criteria for the selection of business opportunities.
Our management will have complete discretion selecting an appropriate business
opportunity. . Our management has not conducted market research and is not aware
of any market data that would support any such perceived benefits for a business
opportunity owner.
Available business opportunities may occur in many different industries, which
are in various stages of development. Accordingly, comparative investigation and
analysis of such business opportunities is difficult and complex. We do not and
will not have any capital to attract the owners of business opportunities who
desire significant cash or other assets. However, we believe that the
opportunity to acquire a controlling ownership interest in a publicly registered
company may attract a business opportunity that does not wish to incur the cost
and time involved in an initial public offering or registration as a fully
reporting public company. The owners of the business opportunities will,
however, incur significant legal and accounting costs associated with Commission
and state reporting
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requirements, agreements and other documents. The Exchange Act specifically
requires that any business opportunity candidate comply with all applicable
reporting requirements, including filing reports of material events, periodic
reports and annual reports with accompanying audited financial statements.
Our management believes that our plan of operations will be conducted through
the efforts of our officers and directors and will not require any additional
funds. We do not plan to use any notices or advertisements in our search for
business opportunities. Our officers and directors will investigate specific
business opportunities and negotiate, draft and execute relevant agreements,
disclosure documents and other instruments.
We will not be able to expend a significant amount of funds on a complete and
exhaustive investigation. Moreover, we may not discover certain adverse factors
regarding such a business opportunity due to our limited business experience in
such matters.
We will incur nominal expenses in implementing our business plan, which will be
paid by our present management as interest-free loans to the Company. However,
we expect that repayment of these loans will be derived solely from consummation
of a business opportunity. The repayment of any loans made to the Company will
not impede, or be made conditional in any manner to, consummation of a business
opportunity.
We believe that there is a demand by non-public corporations for shell
corporations that are publicly held registered companies. We believe that demand
for shell corporations has increased dramatically since the Commission imposed
stringent requirements on "blank check" companies pursuant to Regulation 419 of
the Securities Act of 1933 (the "Act"). The foregoing regulation has
substantially decreased the number of "blank check" offerings filed with the
Commission and, as a result, has stimulated an increased demand for shell
corporations. However, there is no assurance that the foregoing assumption is
accurate or correct.
Prior to making a decision to recommend participation in a business opportunity
to shareholders, we plan to obtain written materials regarding the business
opportunity including, a description of products, services and company history;
management resumes; financial information; available projections with related
assumptions; evidence of existing patents, trademarks or service marks or rights
thereto; present and proposed forms of compensation to management; a description
of transactions between the prospective entity and our affiliates during
relevant periods; a description of present and required facilities; an analysis
of risk and competitive conditions; and other relevant information.
We currently do not plan to raise capital by any means whatsoever. Further,
prior to the location of a business opportunity, we have no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities. We anticipate that any securities issued as a result of
consummation of a business opportunity will be issued in reliance upon a
registration exemption under applicable federal and state securities laws. In
some circumstances, however, as a negotiated
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element of our transaction, we may agree to register all or a part of such
securities immediately after the business opportunity is consummated or at
specified times thereafter. If such registration occurs, (of which there can be
no assurance) it will be undertaken by the surviving entity after we have
successfully consummated a business opportunity, and we are no longer considered
a "shell" company.
Until such time as this occurs, we will not attempt to register any additional
securities. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our securities may
have a depressive effect on the future value of our securities, if such a market
develops, of which there is no assurance. The completion of any business
opportunity may result in a significant issuance of shares and substantial
dilution to our present stockholders.
We do not plan to make any significant changes in the number of company's
employees. According to contractual terms contemplated between our company and
the business opportunity, our present management and shareholders will likely
lose control of our Company. In addition, our directors may resign and be
replaced by new directors without a shareholder vote or may sell their stock in
the Company.
We seek to expand our operations through consummation of a currently
unidentified business opportunity, which entails risks that purchasers of our
securities will not have a basis to evaluate. We plan to expand our operations
with companies that will complement or enhance our Company's business. We cannot
assure that we will be able to ultimately affect any such business opportunity
or integrate a business or its operations into our Company. Consequently, there
is no basis to evaluate the specific merits or risks of any potential business
opportunity that we may undertake.
Item 3. Description of Property.
We currently have no material assets, lease or any real or personal property. We
currently occupy a small portion of office space leased by an associate of our
directors at 200 East Robinson Street, Suite 450, Orlando, Florida 32801,
without charge.
There are no preliminary agreements or understandings regarding the office
facility after the business opportunity is completed. Upon closure of a business
opportunity, we plan to relocate to the office of our business opportunity.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
As of January 31, 2000, there were 4,238,600 shares of our common stock, $.001
par value outstanding. The following tabulates holdings of our shares by each
person who, subject to the above, at the date of this registration, holds of
record or is known by our management to own beneficially more than 5.0% of the
common shares and, in addition, by all of our directors and officers
individually and as a group. To the best of our knowledge, each named beneficial
owner (1) has sole voting and investment power with respect to the shares set
forth opposite his name.
Security Ownership of Beneficial Owners(1)(3):
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- --------------------------------------------------------------------------------
Title of Class Beneficial Owner Amount of Nature of Percent
Ownership Ownership of Class
- --------------------------------------------------------------------------------
Common Stock Jackie D. Mc Bride 4,000,000 Shares Direct 94.0%
200 East Robinson Street,
Ste 450
Orlando, Florida 32801
- --------------------------------------------------------------------------------
Security Ownership of Management(2):
- --------------------------------------------------------------------------------
Title of Class Beneficial Owner Amount of Nature of Percent
Ownership Ownership of Class
- --------------------------------------------------------------------------------
Common Stock Jackie D. Mc Bride 4,000,000 Shares Direct 94.0%
200 East Robinson Street,
Ste 450
Orlando, Florida 32801
- --------------------------------------------------------------------------------
TOTAL Officers and Directors (1) 4,000,000 Shares Direct 94.0%
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the disposition of all shares
beneficially owned. We are unaware of any shareholders whose voting rights would
be affected by unity property laws.
(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above tables and subject to
community property laws where applicable, we believe that each shareholder named
in the above table has sole or shared voting and investment power with respect
to the shares indicated as beneficially owned.
Change of Control.
There are currently no arrangements that would result in a change of control of
our Company. A business opportunity involving the issuance of our common shares
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in our Company. Any such business opportunity may require
our management to sell or transfer all or a portion of our common shares held by
them, or resign as members of our Board of Directors. The resulting change in
control of our Company could result in the removal of all or some of our present
management and a corresponding reduction or elimination of their participation
in the future affairs of our Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Mr. Jackie McBride, 54 years of age, is our President and Director. Mr. McBride
has served as President and Director of our Company since our inception. His
current term as Director expires,
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subject to re-election, on December 16th, 2000. For the last five years, Mr.
McBride has been a highway independent contractor for heavy highway construction
and excavation of roadway and bridges, as well as an owner of eight Sonic
Drive-in Restaurants. He currently holds no directorships in any reporting
companies.
Mr. Joseph Camillo, 53 years of age, is our Secretary and Director. Mr. Camillo
has served as Secretary and Director of our Company since July 14, 1998. His
current term as Director expires, subject to re-election, on December 16th,
2000. Mr. Camillo was in the brokerage business from 1977 to 1996, when he ended
his brokerage career with Cohig and Associates, Inc. Since 1996, Mr. Camillo has
been a consultant to public and private corporations. He currently holds no
directorships in any reporting companies.
Other than those mentioned above, we have no employees and do not anticipate
hiring any in the future. There are no family relationships among our officers,
directors, or nominees for such positions. None of our directors, executive
officers, promoters or control persons has been involved in any legal
proceedings material to the evaluation of the ability or integrity of any of the
aforementioned persons.
Item 6. Executive Compensation.
- --------------------------------------------------------------------------------
Summary Compensation Chart Annual Compensation Long Term Compensation
- -------------------------------------------------------------------------------
Restricted
Year Salary Bonus Other Stock Options L/Tip All
Name & Position ($) ($) ($) Awards ($) ($) Other
- --------------------------------------------------------------------------------
Jackie McBride, 1998 0 0 0 0 0 0 0
President 1999 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------
Joseph Camillo, 1998 0 0 0 0 0 0 0
Secretary 1999 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------
Item 7. Certain Relationships and Related Transactions.
We have not and do not intend to enter into any transactions with our management
or any nominees for such positions. We have not and do not intend to enter into
any transactions with our beneficial owners. We are not a subsidiary of any
parent company. We issued 4,000,000 shares of our common stock to Jackie
McBride, our President and Director, for his services rendered in formation of
the Company. (See Item 10. Recent Sales of Unregistered Securities). Other than
this transaction, we have not entered into transactions with any promoters.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between us and their other business interests. We have not formulated a policy
for the resolution of such conflicts. We will not merge into or acquire another
company in which our management or affiliates or associates directly or
indirectly have an ownership interest.
Item 8. Description of Securities.
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Qualification.
The following statements constitute brief summaries of the material information
in our Articles of Incorporation and Bylaws, as amended.
Common Stock.
Our Articles of Incorporation authorize us to issue up to 50,000,000 common
shares, $.001 par value per common share. There are currently 4,238,600 shares
of common stock outstanding. All outstanding common shares are legally issued,
fully paid and non-assessable.
Liquidation Rights.
Upon liquidation or dissolution, each outstanding common share will be entitled
to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.
Dividend Rights.
There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends, and we may pay dividends on our shares in cash,
property, or our own shares, except when we are insolvent or when the payment
thereof would render us insolvent subject to the provisions of the Florida
Statutes. We have not paid dividends to date, and it is not anticipated that any
dividends will be paid in the foreseeable future.
Voting Rights.
Holders of our common shares are entitled to cast one vote for each share held
at all shareholders meetings for all purposes.
Other Rights.
Common shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional common shares
in the event of a subsequent offering.
There is no other material rights of the common or preferred shareholders not
included herein. There is no provision in our charter or by-laws that would
delay, defer or prevent a change in control of our Company. We have not issued
debt securities.
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PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
There is no established public trading market for our securities. The National
Quotation Bureau has cleared our common stock for quotation on the pink sheets.
Other than involvement by our initial market maker of submitting our application
for listing on the National Quotation Bureau pink sheets, we have had no market
maker involvement in our securities. We have not had discussions or
understandings with any market maker and do not plan to encourage and request
any other parties to make a market in our common stock. There has been no bid or
ask for our securities since they have been quoted on the pink sheets. None of
our common stock is subject to outstanding options or warrants to purchase
shares of the Company. We currently have no shares of preferred stock
outstanding.
There are 238,600 shares of our common stock held by non-affiliates that are
available to be sold pursuant to Rule 504 under the Securities Act without any
volume limitations. There are 4,000,000 shares of our common stock held by
Jackie McBride, our President and Director, that are restricted securities
eligible to be sold subject to the volume limitations provided in Rule 144 of
the Securities Act. There is no common equity of our Company being offered
subject to an employee benefit plan.
Blue Sky Considerations.
The laws of some states prohibit the resale of securities issued by blank check
or shell corporations. We are considered a "blank check" or "shell" corporation
for the purpose of state securities laws. Accordingly, it is possible that our
current shareholders may be unable to resell their securities in other states.
Additionally, because each state has a series of exempt securities predicated
upon the particular facts of each transaction, it is not possible to determine
if a proposed transaction by an existing shareholder would violate the
securities laws of any particular state. If an existing shareholder or
broker/dealer resells our securities in a state where such resale is prohibited,
that seller or broker-dealer may be liable civilly or criminally under that
particular state's laws. Accordingly, existing shareholders should exercise
caution in the resale of their shares of common stock.
Penny Stock Considerations.
Broker-dealer practices in connection with transactions in penny stocks are
regulated by the penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny
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stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares will likely be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.
No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed, will be sustained. A shareholder
in all likelihood, therefore, will not be able to resell the securities referred
to herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.
As of the date of this registration, we had 109 holders of record of our common
stock. There is currently one class of common stock outstanding.
Item 2. Legal Proceedings.
We are not a party to any pending legal proceeding and are not aware of any
contemplated legal proceeding by a governmental authority or any other person or
entity involving our Company.
Item 3. Changes in and Disagreements with Accountants.
During the two most recent fiscal years and the subsequent interim period, we
have had no disagreement, resignation or dismissal of our principal independent
accountant. Our principal accountant has been James Scheifley, C.P.A.
Item 4. Recent Sales of Unregistered Securities.
On January 11, 1998, we issued 4,000,000 shares of our common stock to Jackie
McBride for legal services rendered to our Company and costs advanced in the
formation of our Company. These legal services have an approximate value of
$2,000.00.
The aforementioned securities were issued under the exemption from registration
provided by Section 4(2) of the Act, as amended. We believed this exemption is
available because the issuance was in a transaction not involving a public
offering.
During 1998, we sold 238,600 shares of our common stock under rule 504 of
Regulation D promulgated under the Securities Act of 1933 raising cash proceeds
of $23,860. We believed that the exemption provided in Rule 504 of Regulation D
was available because is i) we were not a reporting company at the time of the
transactions; ii) we were not an investment company; iii) we were not a
development stage company without a specific plan of business or purpose; and
iv) we did not receive aggregate proceeds of more than $1,000,000 in a twelve
month period. No commissions
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were paid in these transactions. No commission was paid with respect to the
offering, as the shares were sold by our officers and directors.
We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.
Item 5. Indemnification of Directors and Officers.
Our Articles of Incorporation provide that we shall have the power, in our
by-laws or in any resolution of our stockholders or directors, to undertake to
indemnify our officers and directors against any contingency or peril as may be
determined to be in our best interests, and in conjunction therewith, to
procure, at our expense, policies of insurance.
At this time, no statute or provision of the by-laws, any contract or other
arrangement provides for insurance or indemnification of a controlling person,
director or officer of our Company, which would affect his or her liability in
that capacity.
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INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Asphalt Paving International, Inc.
We have audited the balance sheet of Asphalt Paving International, Inc. as of
July 31, 1999 and 1998 and the related statements of operations, changes in
stockholders' equity, and cash flows for the and each of the years in the two
year period ended July 31, 1999 and for the period from inception to July 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position Asphalt Paving International, Inc.
as of July 31, 1999 and 1998 and the results of its operations and cash flows
for each of the years in the two year period ended July 31, 1999 and for the
period from inception to July 31, 1999, in conformity with generally accepted
accounting principles.
/s/ James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
August 27, 1999
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Asphalt Paving International, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
July 31, July 31,
Current assets: 1999 1998
-------- --------
Cash $ 24,348 $ --
-------- --------
Total current assets 24,348 --
-------- --------
Total assets $ 24,348 $ --
======== ========
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 500 $ --
-------- --------
Total current liabilities 500 --
-------- --------
Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized, 4,238,600 shares
issued and outstanding 4,239 4,000
Additional paid in capital 24,571 350
(Deficit) accumulated during
development stage (4,962) (4,350)
-------- --------
23,848 --
-------- --------
$ 24,348 $ --
======== ========
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
(A Development Stage Company)
Statements of Operations
Years Ended July 31, 1999 and 1998
and Period From Inception (January 14, 1998) to July 31, 1999
Year Year Period From
Ended Ended Inception To
July 31, July 31, July 31,
1999 1998 1999
---------- ---------- ------------
Operating expenses:
Office expenses and salary contributed
by corporate officer $ 600 $ 350 $ 950
Organization expenses $ -- 4,000 $ 4,000
Bank charges 12 -- 12
---------- ---------- ----------
612 4,350 4,962
---------- ---------- ----------
(Loss from operations) and net (loss) $ (612) $ (4,350) $ (4,962)
========== ========== ==========
Per share information:
Basic and diluted (loss) per common share $ -- $ -- $ --
========== ========== ==========
Weighted average shares outstanding 4,083,342 4,000,000 4,055,561
========== ========== ==========
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (January 14, 1998) to July 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid-in Development
ACTIVITY Shares Amount Capital Stage Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Shares issued for services
at inception at $.001 per share 4,000,000 $ 4,000 $ -- $ -- $ 4,000
Contribution of capital by
major shareholder 350 350
Net loss for the period ended
July 31, 1998 -- -- -- (4,350) (4,350)
--------- --------- --------- --------- ---------
Balance July 31, 1998 4,000,000 4,000 350 (4,350) --
Common shares sold for cash:
February 1999 at $.10 77,600 78 7,682 7,760
April 1999 at $.10 51,500 51 5,099 5,150
May 1999 at $.10 109,500 110 10,840 10,950
Contribution of capital by
major shareholder 600 600
Net (loss) for the year
ended July 31, 1999 -- -- -- (612) (612)
--------- --------- --------- --------- ---------
Balance, December 31, 1998 4,238,600 $ 4,239 $ 24,571 $ (4,962) $ 23,848
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended July 31, 1999 and 1998
and Period From Inception (January 14, 1998) to July 31, 1999
Year Year Period From
Ended Ended Inception To
July 31, July 31, July 31,
1999 1998 1999
-------- -------- ------------
Net income (loss) $ (612) $ (4,350) $ (4,962)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided as capital contribution 600 4,350 4,950
Increase in accounts payable 500 -- 500
-------- -------- --------
Total adjustments 1,100 4,350 5,450
-------- -------- --------
Net cash provided by (used in)
operating activities 488 -- 488
Cash provided by financing activities:
Sale of common stock for cash 23,860 -- 23,860
-------- -------- --------
Net cash provided by financing activities 23,860 -- 23,860
-------- -------- --------
Increase (decrease) in cash 24,348 -- 24,348
Cash and cash equivalents,
beginning of period -- -- --
-------- -------- --------
Cash and cash equivalents,
end of period $ 24,348 $ -- $ 24,348
======== ======== ========
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended July 31, 1999 and 1998
and Period From Inception (January 14, 1998) to July 31, 1999
Year Year Period From
Ended Ended Inception To
July 31, July 31, July 31,
1999 1998 1999
-------- -------- ------------
Supplemental cash flow information:
Cash paid for interest $ -- $ -- $ --
Cash paid for income taxes $ -- $ -- $ --
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
Notes to Financial Statements
July 31, 1999
Note 1. Organization and Summary of Significant Accounting Policies.
The Company was incorporated in Florida on January 14, 1998. The Company is in
its development stage and to date its activities have been limited to
organization and capital formation.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents.
Estimates:
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
Page 15
<PAGE>
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. The Company paid stock based compensation during the periods
presented as described in Note 2.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date that would require evaluation in accordance with the SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers.
The adoption of SFAS 131 did not affect results of operations or financial
position. To date, the Company has not operated in any business activity.
Effective December 31, 1998, the Company adopted the provisions of
Page 16
<PAGE>
SFAS No. 132, Employers' Disclosures about Pensions and Other Post-retirement
Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure requirements in SFAS
No. 87, Employers' Accounting for Pensions, and SFAS No. 106, Employers'
Accounting for Post-retirement Benefits Other Than Pensions. The overall
objective of SFAS 132 is to improve and standardize disclosures about pensions
and other post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.
The Company has not initiated benefit plans to date that would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
Note 2. Stockholders' Equity.
At inception the Company issued 4,000,000 shares of its common stock to its
founder and president in exchange for services valued at $4,000. Additionally,
the officer provided office and management services to the Company valued at
$600 and $350 for the years ended July 31, 1999 and 1998, respectively. The
stockholder does not expect repayment of the services provided and the Company
has recorded the expenses as a contribution to its capital by the shareholder.
During February 1999 the Company began a private placement of its restricted
common stock to a limited group of individuals. During the period from February
to July 1999, the Company sold an aggregate of 238,600 shares for gross proceeds
of $23,860.
Note 3. Related Party Transactions.
Page 17
<PAGE>
The Company neither owns nor leases any real or personal property. An officer of
the Company provides office and management services without charge. The fair
value of such costs has been estimated to be approximately $50 per month and
have been reflected in the accompanying financial statements. The officers and
directors of the Company are involved in other business activities and may
become involved in other business activities in the future. Such business
activities may conflict with the activities of the Company. The Company has not
formulated a policy for the resolution of any such conflicts that may arise.
Page 18
<PAGE>
Asphalt Paving International, Inc.
(A Development Stage Company)
Balance Sheet
January 31, 2000
(Unaudited)
ASSETS
2000
--------
Current assets:
Cash $ 23,848
--------
Total current assets 23,848
--------
Total assets $ 23,848
========
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 500
--------
Total current liabilities 500
Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized, 4,233,600 shares
issued and outstanding 4,234
Additional paid in capital 24,376
(Deficit) accumulated during
development stage (5,262)
--------
23,348
--------
$ 23,848
========
See accompanying notes to financial statements.
<PAGE>
Asphalt Paving International, Inc.
Notes to Financial Statements
Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions incorporated in Regulation 10-SB of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's financial
statements for the year ended July 31, 1999.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
During the six months ended January 31, 2000, an officer of the Company
contributed an aggregate of $300 to the Company for management services and
office expenses. This amount has been accounted for as a contribution of capital
to the Company. Additionally, the Company refunded $500 to a purchaser of its
common stock representing 5,000 shares of the stock. The shares have been
retired by the Company.
<PAGE>
PART III
INDEX TO EXHIBITS
- --------------------------------------------------------------------------------
Exhibit Description Page Number
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation E-1
- --------------------------------------------------------------------------------
3.2 Bylaws
- --------------------------------------------------------------------------------
4 Share Certificate
- --------------------------------------------------------------------------------
27 Financial Data Schedule
- --------------------------------------------------------------------------------
Page 19
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ASPHALT PAVING INTERNATIONAL, INC.
The undersigned, desiring to form a corporation (the "Corporation") under the
laws of Florida, hereby adopts the following Articles of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the Corporation is ASPHALT PAVING INTERNATIONAL, INC.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized under the
laws of the state of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The initial address of the principal place of business of this corporation in
the State of Florida shall be 5020 Rosamond Drive, Orlando, Florida 32808. The
Board of Directors may at any time and from time to time move the principal
office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The Board of Directors shall manage our business. The number of such directors
shall be not be less than one (1) and, subject to such minimum may be increased
or decreased from time to time in the manner provided in the By-Laws. The number
of persons constituting the initial Board of Directors shall be 1.
Page 21
<PAGE>
The corporation's stockholders shall elect the board of directors at such time
and in such manner as provided in the By-Laws. The name and addresses of the
initial Board of Directors and officers are as follows:
Jackie McBride President
2545 A, East Waterloo
Edmond, OK 73034
Nicole Johnson Secretary
4834 Ute Street
Orlando, Florida 32819
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities of the
Corporation except to the extent such right may be granted by an amendment to
these Articles of Incorporation or by a resolution of the board of Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9. 1. Inspection of Books. The board of directors shall make reasonable rules to
determine at what times and places and under what conditions the books of the
Corporation shall be open to inspection by shareholders or a duly appointed
representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control share
acquisition as contained in Florida Statutes now, or hereinafter amended, and
any successor provision shall not apply to the Corporation. of shareholder's
shall constitute a quorum.
9.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting.
9.4. Required Vote. Acts of shareholders shall require the approval of holders
of 50.01% of the outstanding votes of shareholders.
ARTICLE X
Page 22
<PAGE>
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE XI
SUBSCRIBER
The name and address of the person signing these Articles of Incorporation as
subscriber is:
Eric P. Littman
7695 S.W. 104th Street, Suite 210
Miami, FL 33156
ARTICLE XII
CONTRACTS
No contract or other transaction between this corporation and any person, firm
or corporation shall be affected by the fact that any officer or director of
this corporation is such other party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.
ARTICLE XIII
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
Eric P. Littman
7695 S.W. 104th Street, Suite 210
Miami, FL 33156
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of
Incorporation this January 12, 1998.
/s/ Eric Littman
Eric P. Littman, Subscriber
Subscribed and Sworn on January 12, 1998
Before me:
/s/ Isabel J. Cantera
Isabel Cantera, Notary Public
Page 23
Exhibit 3.2
BY-LAWS
OF
ASPHALT PAVING INTERNATIONAL, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 16th day of December of each year or at such
other time and place designated by the Board of Directors of the corporation.
Business transacted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Sunday or
legal holiday, then the meeting shall be held on the first business day
thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than 10% of all the shares entitled to vote
at the meeting. A meeting requested by shareholders shall be called for neither
a date not less than 3 nor more than 30 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal place
of business of the corporation or at such other place as may be designated by
the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting
and in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder 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 shareholder at his address as it appears on the
Stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each shareholder of record on a
new record date entitled to vote at such meeting.
<PAGE>
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or his duly authorized attorney-in-fact. No proxy
shall be valid after the duration of 11 months from the date thereof unless
otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by law
or authorized by these by-laws or the Articles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding Stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state or
shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the
compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
Section 5. Number. This corporation shall have a minimum of 1 director but no
more than 7.
Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the next
shareholder meeting or until his earlier resignation, removal from office or
death. If no shareholder meeting takes place, each director shall continue serve
until such meeting takes place. At each shareholder the shareholders shall elect
directors
<PAGE>
to hold office until the next succeeding shareholder meeting. Each director
shall hold office for a term for which he is elected and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of Directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the corporation or
as otherwise determined by the Directors.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice on the first Monday of the calendar month
two (2) months following the end of the corporation's fiscal, or if the said
first Monday is a legal holiday, then on the next business day. Written notice
of the time and place of special meetings of the Board of Directors shall be
given to each director by either personal delivery, telegram or cablegram at
least three (3) days before the meeting or by notice mailed to the director at
least 3 days before the meeting. Notice of a meeting of the Board of Directors
need not be given to any director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose, of any regular or special meeting of the Board of Directors need be
specified in the notice of waiver of notice of such meeting. A majority of the
directors present, whether or not a quorum exists, may adjourn any meeting of
the Board of Directors to another time and place. Notice of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment, and unless the time and place of adjourned meeting are announced at
the time
<PAGE>
of the adjournment, to the other directors. Meetings of the Board of Directors
may be called by the chairman of the board, by the president of the corporation
or by any two directors. Members of the Board of Directors may participate in a
meeting of such board by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action, required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, is signed by
such number of the directors, or such number of the members of the committee, as
the case may be, as would constitute the requisite majority thereof for the
taking of such actions, is filed in the minutes of the proceedings of the board
or of the committee. Such actions shall then be deemed taken with the same force
and effect as though taken at a meeting of such board or committee whereat all
members were present and voting throughout and those who signed such action
shall have voted in the affirmative and all others shall have voted in the
negative. For informational purposes, a copy of such signed actions shall be
mailed to all members of the board or committee who did not sign said action,
provided however, that the failure to mail said notices shall in no way
prejudice the actions of the board or committee.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this corporation shall have the following
duties:
The President shall be the chief executive officer of the corporation, shall
have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate records
except the financial records; shall record the minutes of all meetings of the
shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
<PAGE>
Section 3. Removal of Officers. An officer or agent elected or appointed by the
Board of Directors may remove an officer or agent elected by it whenever in its
judgment the best interests of the corporation will be served thereby. The Board
of Directors may file any vacancy in any office.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a Stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall
claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of Stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committee of directors. This corporation
shall keep at its registered office, or principal place of business a record of
its shareholders, giving the names and addresses of all shareholders and the
number of the Shares held by each. Any books, records and minutes may be in
written form or in any other form capable of being converted into written form
within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been a
holder of record of Shares of voting trust certificates therefore at least six
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five percent of
the outstanding Shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts there from.
<PAGE>
Section 3. Financial Information. Not later than four months after the close of
each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during the fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for Shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement. The balance sheets and profit
and loss statements shall be filed in the registered office of the corporation
in this state, shall be kept for at least five years, and shall be subject to
inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare and
the corporation may pay dividends on its Shares in cash, property or its own
Shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be in
circular form.
ARTICLE VIII. AMENDMENT
These by-laws may be altered, amended or repealed, and new by-laws may be
adopted by a majority vote of the directors of the corporation.
<PAGE>
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ Jackie McBride
--------------------------------
By: Jackie McBride
Title: President
Date: February 1, 2000
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<PERIOD-START> AUG-01-1998
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