SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
Small Business Issuers
Under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934
SENTRY ACCOUNTING, INC.
-----------------------
(Name of Small Business Issuer in its Charter)
Florida 59-3391244
------- ----------
(State or other jurisdiction of incorporation or (IRS Employer Identification
organization) Number)
1509 S. Florida Avenue, Suite 2, Lakeland, FL 33803
- ----------------------------------------------- -----
(941) 683-5523
--------------
(Issuer's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered: Name of each exchange on which
each class is to be registered:
N/A N/A
- ------------------------------------ -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
1
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS.
INTRODUCTION
- ------------
Sentry Accounting, Inc., a Florida corporation (the "company" or "Sentry)
provides support services to private and public businesses in need of short or
long-term solutions in the areas of administration, accounting and financial
services.
BACKGROUND
- ----------
Sentry was incorporated in June, 1996 under the name Sentry Communication
Services, Inc. for the purpose of selling telephone calling cards and other
similar products. In October, 1996, it was determined that the telephone calling
card business would not be a successful endeavor, so Sentry changed its name and
focus and began providing accounting and financial services to various private
and public companies. From October 1996 until the present, Sentry's revenues
came from providing accounting and financial services. Sentry's management
intends to continue providing these services, but desires to expand the array of
services it provides to include data processing and secretarial support. Sentry
also desires to work with private businesses that desire to become public
corporations, to guide them through the initial public offering process and
continue to assist them with their public reporting requirements.
Sentry's total assets and stockholders' equity as of December 31, 1998 are
both $5,020. There have been no bankruptcies, receiverships or similar
proceedings in this company.
BUSINESS
- --------
Sentry provides support services to private and public businesses in need of
short-term or long-term solutions in the areas of administration, accounting and
financial services. While providing these services, Sentry intends to expand the
array of services it offers to include data processing and secretarial support.
During the months prior to December, 1998, Sentry made many contacts with small
businesses, both private and public, that had requirements outside of the basic
bookkeeping services then provided by Sentry. Sentry's expansion plan will
include six main areas of concentration:
General Bookkeeping Services: This area will include (i) the day to day
bookkeeping activities of clients who have been in business and need
services that extend beyond checkbook maintenance; (ii) start-up
bookkeeping for clients who have been in business, but have lost control of
their bookkeeping function; and (iii) start-up bookkeeping for clients who
are beginning a business and require support to establish a bookkeeping
system that can be maintained by the client once full time employees are
hired.
2
<PAGE>
Tax and Payroll Services: This area will include the preparation of payroll
and payroll taxes for the client that does not want to be bothered with the
complexities of payroll processing and payroll tax filing. This area will
also include the preparation and filing of Federal and state income tax
returns.
Financial Consulting Services: This area will include services for public
companies in need of assistance to comply with the NASD, SEC, and federal
and state reporting requirements.
Corporate Services: This area will include assisting clients with initial
federal and state registrations, maintaining corporate records, preparation
of minutes for shareholders and board of directors meetings, preparation of
shareholder mailings, and any other service necessary to insure that the
client is current with all corporation requirements.
Data Processing Services: This area will include start-up services for
clients with new or upgraded computer systems, installation and training
for new software, preparation of graphs, charts, business cards, letterhead
etc., and general on-site data processing support.
Secretarial Services: This area will include all forms of secretarial and
receptionist support services.
With the increase of new businesses and reporting requirements, start-ups and
small business are in need of a competitively priced, competent, dependable
service provider. Sentry will provide its services efficiently and effectively
at a low cost to its business owners.
GROWTH STRATEGY
- ---------------
Sentry's strategy is to build its infrastructure to provide the opportunity
for "one-stop shopping" for its clients in areas of financial, accounting and
administrative services.
Sentry currently provides services to clients in the West Central Florida
area. It is Sentry's intention to increase its business in this geographic area
during the first half of 1999. In late 1999, Sentry intends to expand to
Orlando, Daytona Beach, and the Bradenton/Sarasota areas. In the future, Sentry
intends to further expand into other larger metropolitan areas of Florida
including Jacksonville, Miami and Ft. Lauderdale.
The anticipated costs to be incurred during the next twelve months are
approximately $155,000. These costs include all operational expenses including
sales, marketing and general administrative expenses. Expansions are anticipated
to begin on or about April 1, 1999. Sentry will not begin expansion until such
time as $15,000 is available to fund advertising and computer equipment
purchase.
3
<PAGE>
MARKETING AND ADVERTISING
- -------------------------
Assuming the successful completion of funding, Sentry's marketing strategy
consists of three concurrent areas of concentration:
1. Sentry will aggressively advertise on AM and FM radio stations, and in
the local newspapers and business publications. These ads will be geared to the
entrepreneur and young business owner in need of support to maintain compliance
with all reporting requirements, so the business owner can concentrate on the
successful growth of his business.
2. Sentry will also use direct marketing techniques relying on mailing
lists currently available and will use flyer distribution.
3. Sentry's management believes that a job well done is the best form of
advertising and will rely on references from existing clients.
COMPETITION
- -----------
The accounting and financial consulting industries are highly competitive.
The company's primary sources of competition include small CPA practices and
independent bookkeeping and tax preparation firms. Some of these firms may have
substantially greater financial, technical, personnel and other resources than
Sentry and may have more established reputations for success. Several of these
competitors may have the financial resources necessary to enable them to
withstand substantial price competition or down- turns in their markets.
Accordingly, Sentry's ability to compete will depend on its ability to complete
its expansion of services and geographical locations within a timely manner.
There can be no assurance that Sentry will be able to compete successfully or
that it will be able to successfully enhance its lines of services or adapt them
satisfactorily.
SEASONALITY
- -----------
Sentry's business is diversified and as such, management does not
anticipate seasonal up or downturns.
WORKFORCE
- ---------
Sentry's management currently consists of two employees. While no plan has
been established about future hires, management believes that most of its
workforce will be leased from established employee leasing firms or will be
performed by consultants.
TRADEMARKS
- ----------
The Company has no registered trademarks or tradenames.
4
<PAGE>
GOVERNMENT REGULATION
- ---------------------
State and Local Regulations. The company is subject to state, county and
city licensing requirements, taxes and other local standards as may be required.
Other. The company is subject to regulation under the Americans with
Disabilities Act (the "ADA"), the Civil Rights Act of 1964, as amended, and the
Occupational Safety and Health Act. The company's offices will comply with the
ADA.
INSURANCE COVERAGE
- ------------------
The company intends to maintain comprehensive liability and general
liability insurance to insure its assets and operations subject to a $10,000
deductible per occurrence. The company also intends to maintain property
insurance subject to a $5,000 deductible per occurrence with a cap of $1
million.
Item 2. MANAGEMENT'S DICSUSSION AND ANALYSIS OR PLAN OF OPERATION.
The company has met its cash requirements to date through funds derived
from operations. It is believed that the company will be able to continue
meeting its cash requirements through funds derived from operations until it
initiates its complete business plan which includes an expansion of operations
within West Central Florida. It is anticipated that this expansion will begin in
April 1999, at which time approximately $15,000 of additional funds will be
required to pay for advertising and to acquire additional computer equipment.
The company will be required to again raise funds at year-end 1999 totaling
approximately $25,000, as it begins an expansion outside of the West Central
Florida market. Both funding requirements will be fulfilled through either debt
or equity financing or a combination. After completion of funding, the company
anticipates meeting its cash requirements from operations, however, there can be
no assurance that the company will be able to raise the required funds to
facilitate the expansions proposed. The company has no plan to spend funds for
any product research or research and development. The company does not
anticipate the sale or purchase of plant or significant equipment other than the
computer equipment discussed above. The company intends to lease its employees
from an established employee-leasing firm and does not expect to hire any
significant number of employees during the next twelve months. Based on the
company's financial projections, cash requirements for operational expenses and
capital acquisitions for the next twelve months are approximately $170,000.
As of December 31, 1998, Sentry had cash totaling $989. Over the next
twelve months, it is anticipated that Sentry will incur operating expenses of
approximately $155,000. There can be no assurance that funds from operations and
outside sources will be sufficient in the near term or that conditions and
circumstances herein may result in additional cash requirements by the company
just to sustain operations. In the event of such developments, attaining
financing under such conditions may not be possible, or even if additional
capital may be otherwise available, the terms on which such capital may be
available may not be commercially feasible or advantageous.
5
<PAGE>
Item 3. PROPERTIES.
The company's corporate office is located at 1509 South Florida Avenue,
Suite 2, Lakeland, Florida 33803 and is provided at no charge to the company by
the company's President. Management believes this facility is adequate for its
current level of operations.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Amount
Name and Address Beneficially Percent
Title of Class of Owner Owned of Class
- -------------- -------- ----- --------
Common Teresa B. Crowley,
Chairman, Chief Exec.
Officer, President and
Secretary
1509 S. Florida Ave., #2
Lakeland, FL 33803 2,000,000* 80.2890%
Common Donald R. Mastropietro,
Vice President
1509 S. Florida Ave., #2
Lakeland, FL 33803 1,000 00.0004%
All Officers and Directors
As a Group (2 persons) 2,001,000 80.2894%
*Held in the name of TBC Investments, Inc., a Florida corporation solely owned
by Teresa B. Crowley.
Neither the officers nor director, nor the security holder listed above,
owns any warrants, options or rights.
6
<PAGE>
Item 5. DIRECTORS AND EXECUTIVE OFFICERS.
Teresa B. Crowley - Chairman, Chief Executive Officer, President and Secretary
- ------------------------------------------------------------------------------
Ms. Crowley has served as Chairman, Chief Executive Officer, President and
Secretary of Sentry Accounting, Inc. since September 30, 1998, at which time she
purchased control of Sentry. Ms. Crowley also currently serves as co-founder,
Vice-President and Director of Peerless Consultants, Inc., a privately owned,
Florida corporation specializing in financial and public company consulting
since March, 1996. From January, 1995 to December, 1996, Ms. Crowley served as
Secretary of Technology Holdings. She served as Secretary and Director of
Treasure Rockhound Ranches, Inc. from August 1993 to December 1996. Previously,
Ms. Crowley served as Secretary of EVRO Corporation, parent company of
Technology Holdings, from October 19, 1992 until her resignation on March 14,
1995. On March 14, 1995, she was elected as Assistant Secretary of the Company
and served in that capacity until her resignation on May 31, 1995. Ms. Crowley
has worked as a consultant to publicly and privately owned companies, assisting
them with organizational structure, corporate filings, staffing and
policy/procedures implementation. There is no key man insurance on the life of
Ms. Crowley.
Donald R. Mastropietro - Vice President and Treasurer
- -----------------------------------------------------
Mr. Mastropietro has served as Vice President and Treasurer of Sentry
Accounting, Inc. since September 30, 1998. From inception to that date, Mr.
Mastropietro was sole owner, Chairman, Chief Executive Officer, President,
Secretary and Treasurer. Mr. Mastropietro also is Director, Chief Financial
Officer, Treasurer and Executive Vice President of Treasure Rockhound Ranches,
Inc., an owner/operator of RV parks and has served in that capacity since
February 1993. From October 1972 until February 1993, Mr. Mastropietro held
several position with Teltronics, Inc., a publicly held company which
manufactures equipment for the telecommunications industry, his last position
being that of Chief Financial Officer, Treasurer and Vice President. Mr.
Mastropietro graduated from Ohio Northern University with a degree in Business
Administration. There is no key man insurance on the life of Mr. Mastropietro.
Item 6. EXECUTIVE COMPENSATION.
Name of Individual Capacity Year First Elected
- ------------------ -------- ------------------
Teresa B. Crowley President 1998
Donald R. Mastropietro Vice President 1996
Ms. Crowley is employed by the company at an annual salary of $48,000
beginning in January, 1999. In 1998, Ms. Crowley received $3,000. Ms. Crowley
does not have an employment agreement with the company.
7
<PAGE>
Mr. Mastropietro is employed by the company at an annual salary of $40,000
beginning in January, 1999. In 1996, Mr. Mastropietro received no compensation.
In 1997 and 1998, Mr. Mastropietro received $12,650 and $10,500 respectively.
Mr. Mastropietro does not have an employment agreement with the company.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TBC Investments, Inc., the controlling shareholder of the company, is
solely owned by Teresa B. Crowley, who serves as Chairman, President, Chief
Executive Officer and Secretary of Sentry.
Item 8. DESCRIPTION OF SECURITIES.
The company is authorized to issue 50,000,000 shares of no par value common
stock. The holders of each share are entitled to one vote for each share held,
and are entitled to dividends when and as declared by the Board of Directors. At
December 30, 1998, common shares issued and outstanding totaled 2,491,000. The
company has not paid and does not anticipate paying dividends in the future on
its common stock.
PART II
Item 1. LEGAL PROCEEDINGS.
The company does not currently have nor are there any anticipated or
threatened lawsuits.
Item 2. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
The company anticipates that its common stock will be listed on the OTC
Bulletin Board. To date, the company has not obtained a symbol and there has
been no trading activity.
The company has approximately 26 shareholders of record.
The company has not paid, nor does it anticipate paying dividends in the
foreseeable future.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None.
8
<PAGE>
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were sold in reliance upon Section 4(2) of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. The company kept 100% of the proceeds from the sale of securities
and no underwriters were used and no commissions or discounts were paid.
ISSUE NO. OF
DATE TITLE SHARES SHARES ISSUED TO CONSID. AMOUNT
- ---- ----- ------ ---------------- ------- ------
11/12/98 Common 93,500 Stacy L. Bagley Cash $2,875
11/12/98 Common 94,000 Harold C. Bray Cash 2,925
11/12/98 Common 1,000 Raymond J. Carapella Cash 100
11/12/98 Common 500 Eugene Cassidy Cash 50
11/12/98 Common 500 David Covey Cash 50
11/12/98 Common 1,000 Sharon Coykendall Cash 100
11/12/98 Common 1,000 Joy B. Day Cash 100
11/12/98 Common 2,000 Jerry Diamond Cash 200
11/12/98 Common 500 Richard J. Diamond Cash 50
11/12/98 Common 500 Edward Forsythe Cash 50
11/12/98 Common 500 James Garland Cash 50
11/12/98 Common 1,000 Richard T. Grimes Cash 100
11/12/98 Common 1,000 Allen Hardy Cash 100
11/12/98 Common 1,000 Ricky A. Howe Cash 100
11/12/98 Common 1,000 Kathleen Lewis Cash 100
11/12/98 Common 1,000 James Mastropietro Cash 100
11/12/98 Common 85,000 Melan Properties, Inc. Cash 2,550
11/12/98 Common 120,000 Progressive Ventures Services 3,600
11/12/98 Common 1,500 Mario Scarpa Cash 150
11/12/98 Common 500 Nancy Schwartz Cash 50
11/12/98 Common 80,000 Janet Tucker Cash 3,100
11/12/98 Common 500 Betty Verplanck Cash 50
11/12/98 Common 1,000 William J. Hoge, Jr. Cash 100
11/12/98 Common 1,500 Terry N. Williams Cash 150
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Florida law permits the indemnification of officers and directors who,
while acting in good faith, on behalf of the corporation, are made a party to or
are threatened in an action as a result thereof.
The Articles of Incorporation of the company provide that "if in the
judgment of a majority of the entire Board of Directors (excluding from such
majority any director under consideration for indemnification), the criteria set
forth in 607.0850(1) or (2), Florida Statutes, as then in effect, have been met,
then the corporation shall indemnify any director, officer, employee, or agent
thereof, whether current or former, together with his or her personal
representatives, devisees or heirs, in the manner and to the extent contemplated
by 607,0850, as then in effect, or by any successor law thereto."
9
<PAGE>
SENTRY ACCOUNTING, INC
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page
----
Accountants' Report F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
GUIDA & JIMENEZ, PA
CERTIFIED PUBLIC ACCOUNTANTS
1308 West Sligh Avenue
Tampa, Florida 33604
Report of Independent Certified Public Accountants
To the Board of Directors
Sentry Accounting, Inc.
Lakeland, Florida
We have audited the accompanying balance sheet of Sentry Accounting, Inc. as of
December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for each of the years in the two-year period ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 of Sentry Accounting, Inc. at
December 31, 1998 and the results of operations and its cash flow for each of
the years in the two-year period ended December 31, 1998, in conformity with
generally accepted principles.
/s/ Guida & Jimenez
- -------------------
Guida & Jimenez
Tampa, Florida
January 29, 1999
F-1
<PAGE>
SENTRY ACCOUNTING, INC.
BALANCE SHEET
December 31, 1998
ASSETS
Cash $ 989
Other receivables 637
Prepaid expenses 1,900
--------
Total current assets 3,526
Deferred taxes - noncurrent (net of
valuation allowance of $304) 1,494
--------
TOTAL ASSETS $ 5,020
========
STOCKHOLDERS' EQUITY
Common stock, no par value, 50,000,000
shares authorized, 2,491,000 shares
issued and outstanding 17,100
Accumulated deficit (12,080)
--------
5,020
--------
TOTAL STOCKHOLDERS' EQUITY $ 5,020
========
See accompanying notes and accountants' report.
F-2
<PAGE>
SENTRY ACCOUNTING, INC.
STATEMENT OF OPERATIONS
Years ended December 31, 1998 and 1997
1998 1997
---- ----
Revenue $ 23,000 $ 15,072
General & Administrative Expenses 32,065 21,640
-------- --------
Operating Loss (9,065) (6,568)
Other Income/Expenses
Interest Expense (65) --
Loss on Sale of Stock -- (2,017)
-------- --------
Net Loss Before Tax Benefit (9,130) (8,585)
Income Tax Benefit (1,216) (916)
-------- --------
Net Loss $ (7,914) $ (7,669)
======== ========
See accompanying notes and accountants' report.
F-3
<PAGE>
<TABLE>
<CAPTION>
SENTRY ACCOUNTING, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From Inception (June 21, 1996) To December 31, 1998
Retained
Common Stock Earnings
------------------------ (Accumulated
Shares Amount Deficit) Total
------ ------ -------- -----
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996 1,000 100 3,503 3,603
Net loss (7,669) (7,669)
---------- ---------- ---------- ----------
BALANCE, December 31, 1997 1,000 100 (4,166) (4,066)
Private sale of shares 2,000,000 200 200
Reg. D, Rule 504 Offering:
For services rendered 120,000 3,600 3,600
For shares sold 370,000 13,200 13,200
Net loss -- -- (7,914) (7,914)
---------- ---------- ---------- ----------
BALANCE, December 31, 1998 2,491,000 $ 17,100 $ (12,080) $ 5,020
========== ========== ========== ==========
See accompanying notes and accountants' report.
F-4
</TABLE>
<PAGE>
SENTRY ACCOUNTING, INC.
STATEMENT OF CASH FLOWS
Years ended December 31, 1998 and 1997
1998 1997
---- ----
OPERATING ACTIVITIES
Cash received from clients $ 24,050 $ 14,023
Cash paid to:
Suppliers and employees (36,425) (15,810)
Lenders (65) --
Taxing authorities -- (745)
-------- --------
Net Cash Provided by (Used by)
Operating Activities (12,440) (2,532)
-------- --------
INVESTING ACTIVITIES
Proceeds from sale of marketable securities -- 2,358
-------- --------
Net Cash Provided by (Used by)
Investing Activities -- 2,358
-------- --------
FINANCING ACTIVITIES
Sale of capital stock 13,400 --
-------- --------
Net Cash Provided by (Used by)
Financing Activities 13,400 --
-------- --------
Net Increase (Decrease) in Cash 960 (174)
Cash at Beginning of Period 29 203
-------- --------
Cash at End of Period $ 989 $ 29
======== ========
See accompanying notes and accountants' report.
F-5
<PAGE>
SENTRY ACCOUNTING, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1: ORGANIZATION AND HISTORY
Sentry Accounting, Inc., a Florida corporation ("Sentry" or the "Company") was
incorporated on June 21, 1996, by Donald R. Mastropietro, its sole shareholder.
Sentry, formerly known as Sentry Communication Services, Inc., was formed for
the purpose of selling telephone calling cards and other similar products. In
October 1996, it was determined that the telephone calling card business would
not be a successful endeavor. In light of this fact, the Company changed its
name and its focus and began providing accounting and financial services to
various private and public companies. From October 1996 until the present,
Sentry's sole form of revenue has been derived from providing accounting
services. On September 30, 1998, Sentry issued 2,000,000 shares of its common
stock in exchange for a 30 day, non-interest-bearing promissory note totaling
$200 to TBC Investments, Inc ("TBC"), which was paid in full in October, 1998.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Sentry Accounting, Inc. (the
Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Amortization of Organizational Costs
------------------------------------
The costs of organizing and preparing the Company to execute its business
objectives are expensed as incurred under SOP 98-5.
Income Taxes
------------
Deferred income taxes are provided for temporary differences between financial
statement and income tax reporting, primarily from temporary deductible
differences and net operating loss carryforwards.
F-6
<PAGE>
SENTRY ACCOUNTING, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 3: COMMON STOCK
The Company has 50,000,000 shares of common stock authorized with no par value,
of which 2,491,000 shares have been issued as of December 31, 1998.
The stockholder's equity section reflects the initial issuance of 1,000 shares
of common stock, which were issued to Donald R. Mastropietro for a consideration
of $100. On September 30, 1998, 2,000,000 shares of common stock were sold to
TBC Investments, Inc. for $200.
In October and November 1998 the Company conducted two stock offerings covered
under Regulation D, Rule 504. The Company's first offering, which took place
during the period from October 16 through October 28, 1998, consisted of 340,000
shares of common stock at $0.03 per share totaling $10,200. The Company's second
offering, which took place during the period from November 2 through November
10, 1998, consisted of 30,000 of common stock at $0.10 per share totaling
$3,000.
On October 15, 1998, the Company entered into a consulting agreement with
Progressive Ventures International, Inc. ("Progressive"), whereby Progressive
would perform certain consulting services for the Company in exchange for a fee
of $4,600. Payment for said fee is to be made with the issuance of 120,000
shares of common stock at $0.03 per share, totaling $3,600 and cash totaling
$1,000. The 120,000 shares of common stock were also covered under Regulation D,
Rule 504. On November 12, 1998, the Company issued 120,000 shares of common
stock to Progressive and recorded $3,600 as prepaid expenses. Of this, $2,300
had been invoiced by Progressive by December 31, 1998, leaving a prepaid expense
balance of $1,300 as reflected on the accompanying Balance Sheet.
(This space intentionally left blank)
F-7
<PAGE>
SENTRY ACCOUNTING, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 4: INCOME TAXES
Net deferred tax assets in the accompanying balance sheet includes the following
components:
Net operating loss carryforward - 1997 $ 204
Net operating loss carryforward - 1998 1,216
Temporary deductible differences 378
-------
Total deferred tax asset 1,798
Less: valuation allowance (304)
-------
Net deferred tax asset $ 1,494
=======
The Company's net operating losses available for carryforward to offset future
taxable income for income tax reporting purposes expire in the years 2018 and
2019.
F-8
<PAGE>
PART III
Item 1. INDEX TO EXHIBITS.
Exhibit Description of Document
- ------- -----------------------
3(i) Articles of Incorporation filed June 27, 1996.
3(ii) Articles of Amendment to the Articles of Incorporation filed November
25, 1996.
3(iii) Bylaws.
23.0 Consent of Accountants.
27.0 Financial Data Schedule.
99.0 Stock Certificate, Form of.
Item 2. DESCRIPTION OF EXHIBITS.
The required exhibits are attached hereto, as noted in Item 1 above.
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.
SENTRY ACCOUNTING, INC.
Date: By: /s/ Teresa B. Crowley
--------------------- ----------------------------
Teresa B. Crowley, President
10
ARTICLES OF INCORPORATION
OF
SENTRY COMMUNICATION SERVICES, INC.
ARTICLE I
Corporate Name and Principal Office
-----------------------------------
The name of this corporation is Sentry Communication Services, Inc. and its
principal office and mailing address is 4827 Highlands Place Drive, Lakeland, FL
33813.
ARTICLE II
Commencement of Corporate Existence
-----------------------------------
The corporation shall come into existence on June 21, 1996.
ARTICLE III
General Nature of Business
--------------------------
This corporation may engage in any activity or business permitted under the
laws of the United States or of the State of Florida.
ARTICLE IV
Common Capital Stock
--------------------
The aggregate number of shares of common stock that this corporation shall
be authorized to have outstanding at any one time shall be 50 million shares of
common stock at no par per share. Each share of issued and outstanding common
stock shall entitle the holder thereof to participate in all shareholder
meetings, to cast one vote on each matter with respect to which shareholders
have the right to vote, and to share ratably in all dividends and other
distributions declared and paid with respect to the common stock, as well as in
the net assets of the corporation upon liquidation or dissolution.
ARTICLE V
Initial Registered Office and Agent
-----------------------------------
The street address of the initial registered office of the corporation
shall be 4827 Highlands Place Drive, Lakeland, Florida 33813, and the initial
registered agent of the corporation at such address is Donald R. Mastropietro.
<PAGE>
ARTICLE VI
Incorporator
------------
The name and address of the corporation's incorporator is:
NAME ADDRESS
- ---- -------
Donald R. Mastropietro 4827 Highlands Place Drive
Lakeland, FL 33813
ARTICLE VII
By-Laws
-------
The power to adopt, alter, amend or repeal by-laws of this corporation
shall be vested in its shareholders and separately in its Board of Directors, as
prescribed by the by-laws of the corporation.
ARTICLE VIII
Indemnification
---------------
If in the judgment of a majority of the entire Board of Directors,
(excluding from such majority any director under consideration for
indemnification), the criteria set forth in 607.0850(1) or (2), Florida
Statutes, as then in effect, have been met, then the corporation shall indemnify
any director, officer, employee, or agent thereof, whether current of former,
together with his or her personal representatives, devisees or heirs, in the
manner and to the extent contemplated by 607.0850, as then in effect, or by any
successor law thereto.
IN WITNESS WHEREOF, the undersigned has executed these Articles this 20th
day of June, 1996.
-------------------------------------
Donald R.Mastropietro
<PAGE>
CERTIFICATE DESIGNATING
REGISTERED AGENT
----------------
Pursuant to the provisions of 48.091 and 607.0501, Florida Statutes, Sentry
Communication Services, Inc., desiring to organize under the laws of the State
of Florida, hereby designates Donald R. Mastropietro, an individual resident of
the State of Florida, as its Registered Agent for the purpose of accepting
service of process within such State and designates 4827 Highlands Place Drive,
Lakeland, Florida 33813, the business office of its Registered Agent, as its
Registered Office.
SENTRY COMMUNICATION SERVICES, INC.
By:
-------------------------------------
Donald R. Mastropietro, Incorporator
ACKNOWLEDGMENT
--------------
I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligation
imposed by Florida law upon that position, and agree to act as such in
accordance with provisions of 48.091 and 607.0505, Florida Statutes.
--------------------------------------
Donald R. Mastropietro
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SENTRY COMMUNICATION SERVICES, INC.
-----------------------------------
SENTRY COMMUNICATION SERVICES, INC., a Florida corporation (the
"Corporation"), hereby certifies as follows:
1. The Articles of Incorporation of the Corporation are hereby amended by
deleting the present form of Article One in its entirety and by substituting, in
lieu thereof, the following:
"ARTICLE I
Corporate Name and Principal Office
-----------------------------------
The name of this corporation is Sentry Accounting, Inc. and its principal
office and mailing address is 4827 Highlands Place Drive, Lakeland, FL 33813."
2. The foregoing amendment shall become effective as of the close of
business on the date these Articles of Amendment are approved by the Florida
Department of State and all filing fees due have been paid, all in accordance
with the corporation laws of the State of Florida.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be prepared under the signature of its President and sole shareholder.
SENTRY ACCOUNTING, INC.
--------------------------------------
Donald R. Mastropietro, President and
Sole Shareholder
STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me, under oath, this 16th
day of October, 1996 by Donald R. Mastropietro, an individual known to me, in
his capacity as President and sole shareholder of Sentry Accounting, Inc., a
Florida corporation, on behalf of the corporation and for the uses and purposes
described therein.
--------------------------------------
Notary Public
BY-LAWS
OF
SENTRY ACCOUNTING, INC.
ARTICLE I
---------
Share Certificates and Transfer
-------------------------------
Section 1. Certificates.
Certificates representing the shares of capital stock of this Corporation
shall be printed or engraved in such form and contain such recitals, signatures
and seals as required by law, or to the extent not in conflict therewith, as may
be determined by the Board of Directors. Every Shareholder shall be entitled to
receive a certificate representing the number of shares owned once such shares
are fully paid.
Section 2. Transfer.
Upon surrender to the secretary or transfer agent of the Corporation of a
certificate representing a share or shares of its stock, duly endorsed or
accompanied by evidence of succession, assignment or authority to transfer
reasonably satisfactory to the Secretary or transfer agent, as well as all
necessary Florida stock transfer tax stamps or the funds therefor and evidence
of compliant with any conditions or restrictions set forth or referred to on the
certificate, the Corporation shall be required to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on its books.
Section 3. Issuance of Substitute Certificates.
A new certificate may be issued in lieu of any certificate previously
issued which has been defaced or mutilated, upon surrender or cancellation of a
part of the old certificate sufficient, in the opinion of the Treasurer, to
protect the Corporation against loss or liability. A new certificate may also be
issued in lieu of any certificate then not in the possession of the holder of
record if such holder shall by written affirmation, under oath, state the
circumstances of its absence, and shall, if required by the Board, provide the
Corporation with an indemnity bond in form and with one or more sureties
satisfactory to the Board, in at least double the value of the shares
represented by the absent certificate and satisfy any other reasonable
requirements which it may impose.
1
<PAGE>
ARTICLE II
----------
Corporate Records and Seal; Authority to Act
--------------------------------------------
Section 1. Records.
The Corporation shall maintain at its principal place of business accurate
and complete records of its operations and properties, including a record of its
Shareholders and minutes of the proceedings of its Shareholders, Board of
Directors and Board committees. Unless modified by Shareholder resolution
adopted not later than four months following the close of each of the
Corporation's operational years, the Corporation shall prepare within a
reasonable time following the close of each such year and maintain at its
principal place of business, as well as at its registered office, financial
records which shall include a statement of financial position as of the end of
each such year and a statement of profit earned or loss incurred therein.
Section 2. Inspection.
All records required by the Florida Business Corporation Act to be
maintained by the Corporation shall be open for inspection by the individuals
and in the manner specified in such Act as the same may be in effect from time
to time.
Section 3. Closing Shareholder Record Book.
The Board may close the Shareholder record book for a period of not more
than 30 nor less than ten days preceding any Shareholder meeting or the day
fixed for the payment of a dividend, and upon its failure to do so the
Shareholder record date for either purpose shall be 14 days preceding the event.
Section 4. Seal.
The Corporation shall own a corporate seal which shall be circular in form
and have inscribed thereon its name and the date and state of its incorporation.
Section 5. Contracts.
The Board of Directors may by resolution authorize any officer or agent to
enter into any contract or execute and deliver any instrument in the name of or
on behalf of the Corporation, and such authority may be general or confined to
specific instances; but absent the grant of such authority no individual, other
than the President, shall have power to bind the Corporation under any contract,
pledge its credit or render it liable for any purpose or in any amount.
2
<PAGE>
Section 6. Checks and Drafts.
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
or endorsed by such person or persons and in such manner as shall be determined
by resolution of the Board of Directors.
ARTICLE III
-----------
Shareholder Meetings and Voting Rights
--------------------------------------
Section 1. Annual Meeting:
The annual meeting of the Shareholders of the Corporation shall be held on
the first Tuesday of the fourth month following the close of the Corporation's
operational year. If that day is a legal holiday, the annual meeting will be
held on the first day thereafter that is not a legal holiday. At the annual
meeting the Shareholders, by vote of the holders of a majority of the shares
represented, shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as is properly brought
before the meeting.
Section 2. Special Meetings:
Special Shareholder meetings shall be held upon the direction of the
President or Board of Directors or upon the written request of the holders of
not less than ten percent of all shares entitled to vote.
Section 3. Place of Meeting:
All Shareholder meetings shall be held at the principal office of the
Corporation unless an alternate location shall be selected by the Board and
communicated to the Shareholders by written notice. The holders of a majority of
shares of the Corporation's outstanding voting stock shall have the right to
reject such alternative location by filing written notice to that effect with
the Secretary not less than two days prior to the called date of the meeting.
Section 4. Notice:
Written notice stating the place, day and hour of each Shareholder meeting
and, in the case of a special meeting, the nature of the business to be
transacted shall be delivered to each Shareholder of record entitled to vote not
less than ten days prior to the date of such meeting and otherwise in the manner
specified in the Florida Business Corporation Act. When a meeting is adjourned
for 30 days or more, notice of the adjourned meeting shall be given as in the
case of the original meeting; otherwise no notice of the adjournment or of the
business to be transacted at the adjourned meeting need to be given other than
by way of an announcement made at the meeting at which such adjournment is
taken.
3
<PAGE>
Section 5. Voting List.
Unless the Corporation has fewer than six Shareholders, as of the date
fixed in accordance with the provisions of Article II, Section 3., the officer
or agent having charge of the Shareholder record books shall prepare a list of
the Shareholders entitled to a vote at each Shareholder meeting or any
adjournment thereof, including the address of and the number and class and
series, if any, of shares held by each. For a period of ten days prior to the
meeting, such list shall be kept at the Corporation's principal place of
business where any Shareholder shall be entitled to inspect it during usual
business hours. The list shall also be made available and subject to inspection
by any Shareholder at any time during the subject meeting.
Section 6. Substance of Meeting.
Any questions may be considered and acted upon at an annual meeting, but no
question not stated in the call for a special meeting shall be acted upon
thereat unless the provisions of Article III, Section 9. or Article VI, Section
3. are complied with.
Section 7. Shareholders' Quorum and Voting Rights:
The holders of a majority of the shares entitled to vote, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders, unless otherwise provided by law, but a lesser interest may
adjourn any meeting from time to time until the requisite amount of voting
shares shall be present.
Each outstanding share of the Corporation's capital stock shall entitle the
holder of record to one vote. An affirmative vote of a majority of the shares
represented at each meeting shall decide any question brought before it, unless
the question is one upon which, by express provision of law, the Corporation's
Articles of Incorporation of these By-Laws, a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 8. Proxies:
Every Shareholder entitled to vote, or to express consent to or dissent
from a proposed corporation action, may do so either in person or by written
proxy duly executed and filed with the Secretary of the Corporation. If a proxy
is executed, its use shall be controlled by the provisions of the Florida
Business Corporation Act.
Section 9. Action By Shareholders Without a Meeting:
Any action required or allowed to be taken at a meeting of Shareholders may
be taken without a meeting, prior notice or vote, if a written consent, setting
forth the action taken, shall be signed by the holders of outstanding shares
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, and the written consent specified in the Florida
Business Corporation Act shall be obtained and furnished to all non-consenting
Shareholders.
4
<PAGE>
ARTICLE IV
----------
Board of Directors
------------------
Section 1. Power and Responsibility:
Subject to the limitations imposed by the Articles of Incorporation, these
By-Laws or the Florida Business Corporation Act, all corporate powers and
responsibilities shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be controlled by, the Board of
Directors.
Section 2. Number:
The number of directors which shall constitute the entire Board of
Directors shall be not less than one nor more than seven. Within these limits
the actual number constituting the entire Board shall be that fixed from time to
time by Board resolution, and until such time as the Board determines otherwise,
the number of directors shall be two. No reduction in the number of Directors
shall have the effect of removing any director prior to the expiration of his
term of office.
Section 3. Election and Term:
At the first annual Shareholder meeting and at each annual meeting
thereafter the Shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected or until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or death.
Section 4. Vacancy:
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 all remaining directors, even if less than
a quorum, and a director so chosen shall hold office only until the next
election of directors by the Shareholders. The Shareholders may at any time
elect a director to fill any vacancy not filled by the directors, and may elect
additional directors at a meeting at which an amendment of the By-Laws is voted
authorizing an increase in the number of directors.
Section 5. Removal:
At a meeting of Shareholders called expressly for that purpose, any
director or the entire Board 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.
5
<PAGE>
Section 6. Presumption of Assent:
A director of the Corporation who is present at a meeting of its 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 7. Quorum and Voting:
A majority of the number of directors fixed in the manner prescribed in
Article IV, Section 2 of these By-Laws shall constitute a quorum for the
transaction of business. The action of a majority of the directors present at
any meeting at which there is a quorum, when legally assembled, shall be a valid
corporate action.
Section 8. Director Conflicts of Interest:
The legal effectiveness or enforceability of any contract or other
transaction authorized by the Corporation's Board, any committee thereof or its
Shareholders which may present a conflict of interest as contemplated by the
Florida Business Corporation Act shall be determined by the provisions thereof.
Directors whose relationship with another person or entity is the source of such
potential conflict of interest may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 9. Executive and Other Committees:
(a) By resolution adopted by a majority of the entire Board of Directors,
there may be designated from among its members an executive committee and 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 with
respect to those matters which by law are precluded from being delegated to a
committee.
(b) Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes and report the same to the Board.
The Board may designate one or more directors as alternate members of any
committee. In the absence or upon the disqualification of a member of a
committee, if no alternate member has been designated by the Board, the members
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in the place of the absent or disqualified member.
(c) A majority of all members of a committee shall constitute a quorum for
the transaction of business, and the vote of a majority of all the members of a
committee present at a meeting at which a quorum is present shall be the act of
the committee. Each committee shall adopt whatever other rules of procedure it
determines appropriate for the conduct of its activities.
6
<PAGE>
Section 10. Place of Meeting:
Meetings of the Board of Directors may be held at any location specified in
the call of the meeting or as agreed to by the directors.
Section 11. Time, Notice and Call of Meetings:
(a) Annual Meeting: Promptly following the adjournment of each annual
Shareholder meeting, the Board of Directors elected thereat shall, without
notice, convene an annual meeting and organize by the election of a Chairman who
shall preside over its further conduct.
(b) Regular Meeting: Regular meetings of the Board may be held during each
annual period in accordance with such schedule as may be agreed to by the Board
at its annual meeting. No notice need be given of such regular meetings.
(c) Special Meetings: Special meetings of the Board shall be held from time
to time upon call issued by the Chairman of the Board, any two directors, or the
President or Vice-President of the Corporation. Written notice of the time and
place of each special meeting shall be delivered personally to all directors or
sent to each by telegram or letter, charges prepaid, addressed to him at his
address shown on the records of the Corporation or as otherwise actually known
by the Secretary. If notice is mailed or telegraphed, it shall constitute
sufficient notice if it is delivered to the above address not less than 24 hours
prior to the time of the holding of the meeting.
(d) Adjournment: A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board to another time and place.
Notice of the time and place of holding such adjourned meeting need not be given
if they are fixed at the meeting adjourned and while a quorum is present;
otherwise, notice shall be given to all directors in the manner directed in
subsection (c) above.
Section 12. Action Without a Meeting:
Any action required or permitted to be taken by the Board or a committee thereof
may be taken without a meeting if all members shall individually or collectively
consent in writing to such action. Such written consent shall be filed in the
minutes of the proceedings of the Board or committee and shall have the same
effect as a unanimous vote in favor of the action consented to.
7
<PAGE>
ARTICLE V
---------
Officers
--------
Section 1. Composition and Term:
The officers of the Corporation shall consist of a President,
Vice-President, Secretary, Treasurer and such other officers with such titles,
duties and powers as may be prescribed by the Board of Directors. All officers
shall be elected by and serve at the pleasure of the Board.
Section 2. Election:
At their annual meeting, the Directors shall elect officers of the
Corporation, any of whom may but need not be members of the Board. Any two or
more of such officers may be held by the same individual.
Section 3. Resignation or Removal:
Any officer may resign by giving written notice to the Board of Directors,
the President or the Secretary. Such resignation shall take effect upon receipt
of the notice, or at any later time specified therein (subject to the Board's
right of removal), and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Any officer may be removed, with or without case, by action of a majority
of the entire Board taken at any regular or special meeting of the Board, or by
another officer upon whom such power of removal is expressly conferred by the
Board.
Section 4. Vacancy:
A vacancy in any office shall be filled by action of the Board, and its
appointee shall hold office for the unexpired term or until his successor is
elected and qualified.
Section 5. President:
The President shall be the principal executive officer of the Corporation,
and, subject to the control of the Board, shall generally supervise and control
all of the business and affairs of the Corporation. He shall preside at all
meetings of the Shareholders and, unless a Chairman of the Board of Directors
has been elected and is present, shall preside at meetings of the Board of
Directors. He shall be an ex-officio member of all committees appointed by the
Board, and shall have the general powers and duties customarily performed and
exercised by the chief executive officer of any Corporation for profit organized
under the laws of Florida, as well as such additional powers or duties as may be
prescribed by these By-Laws or the Board.
8
<PAGE>
Section 6. Vice-President:
In the absence of the President or in the event of his death, inability or
refusal to act, the Vice-President shall be vested with the powers and duties of
the President. Any Vice-President may sign, with the Secretary, share
certificates issued by the Corporation; and shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or President.
Section 7. Secretary:
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors and Shareholders
may designate, a current Shareholder record book, showing the name of all
Shareholders and their addresses; and a record of all meetings conducted by the
Shareholders, Directors or Director Committees, which latter record shall
include the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
Shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the Corporation's transfer agent, a Shareholder record, or a
duplicate Shareholder record, showing the names of the Shareholders and their
addresses, the number and classes of shared held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and he shall keep the seal of the Corporation and affix said
seal to all documents requiring a seal, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
By-Laws.
Section 8. Treasurer:
The Treasurer shall have custody of all corporate funds, securities,
valuable papers and financial records; shall keep full and accurate accounts of
receipts and disbursements and render accounts thereof at the annual meetings of
Shareholders and at such other times as requested by the Board or President; and
shall perform such other duties as may be prescribed by the Board or President.
Section 9. Assistant:
Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any
of the powers of Secretary or Treasurer, respectively, as provided in these
By-Laws or as directed by the Board of Directors, and shall perform such other
duties as may be prescribed by the Board or President.
9
<PAGE>
ARTICLE VI
----------
Miscellaneous
-------------
Section 1. Parliamentary Procedure:
When not in conflict with these By-Laws, Robert's Rules of Parliamentary
Procedure shall establish the rules at all Shareholder and director meetings.
Section 2. Fiscal Year:
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board.
Section 3. Consent to Meeting:
The transactions approved at any meeting of Shareholders or the Board of
Directors, however called and noticed, shall be as valid as though acted upon at
a meeting duly held after regular call and notice, if a quorum is present
(either in person or by proxy in the case of a Shareholder meeting) and if,
either before or after the meeting, each of the Shareholders entitled to vote or
directors, as the case may be, not present (or represented by proxy in the case
of a Shareholder meeting) signs a written waiver of notice, or a consent to the
holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Personal representatives, trustees
and other fiduciaries entitled to vote shares may sign such waivers, consents or
approvals.
Section 4. Amendment and Repeal of By-Laws:
(a) By Shareholders: New By-Laws may be adopted or these By-Laws may be
repealed or amended at the annual or any other meeting of Shareholders called
for that purpose, by a vote of Shareholders entitled to exercise a majority of
the voting power of the Corporation, or by the written assent of such
Shareholders.
(b) By Board of Directors: Subject to the right of the Shareholders to
adopt, amend or repeal By-Laws, as provided in this section, the Board of
Directors may adopt, amend or repeal any of these By-Laws including the By-Law
or amendment thereof changing the authorized number of directors.
(c) Record of Amendments: Whenever an amendment to or repeal of any
existing By-Law is adopted, or an additional By-Law provision is approved, a
replacement page containing such new material and noting the date and manner of
its adoption shall be inserted in the original By-Laws, in the appropriate
place.
10
GUIDA & JIMENEZ, PA
CERTIFIED PUBLIC ACCOUNTANTS
1308 West Sligh Avenue
Tampa, Florida 33604
Consent Of Independent Certified Public Accountant
We hereby consent to the use in this Registration Statement on Form 10 of our
report included herein dated January 29, 1999, relating to the financial
statements of Sentry Accounting, Inc.
/s/ Guida & Jimenez
-------------------
Guida & Jimenez, P.A.
Tampa, Florida
February 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-01-1998
<CASH> 989
<SECURITIES> 0
<RECEIVABLES> 637
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3526
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5020
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 17100
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5020
<SALES> 23000
<TOTAL-REVENUES> 23000
<CGS> 0
<TOTAL-COSTS> 32065
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65
<INCOME-PRETAX> (9130)
<INCOME-TAX> (1216)
<INCOME-CONTINUING> (7914)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7914)
<EPS-PRIMARY> (.003)
<EPS-DILUTED> (.003)
</TABLE>
SENTRY ACCOUNTING, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
AUTHORIZED : 50,000,000 COMMON SHARES, NO PAR VALUE
NUMBER SHARES
---------- ----------
---------- ----------
SEE REVERSE
FOR CERTAIN DEFINITIONS
------------------
CUSIP 81730N 10 6
------------------
This Certifies That,
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE
Sentry Accounting, Inc.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be signed by
the facsimile signatures of its duly authorized officer and to be sealed with
the facsimile seal of the Corporation.
Dated:
Sentry Accounting, Inc. /s/ Teresa B. Crowley
Corporate Seal --------------------------
Florida President/Secretary
Countersigned:
Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Rd., Tamarac, FL 33321
By:
-----------------------------------
Transfer Agent
<PAGE>
Sentry Accounting, Inc.
Florida Atlantic Stock Transfer, Inc.
Transfer Fee: As Required
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________Custodian for _________________
(Cust.) (Minor)
under Uniform Gifts to Minors
Act of _______________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________
Please print or type name and address of assignee
_________________________________________________________
_________________________________________________________
_________________________________________________________
___________________________________________________Shares
of the Common Stock represented by the within Certificate
and do hereby irrevocably constitute and appoint
_________________________________________________________
_________________________________________________________
Attorney to transfer the said stock on the books of the within
named Corporation, with full power of substitution in the premises.
Dated _____________________ 19__
SIGNATURE GUARANTEED: X_______________________________
X_______________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM.
