November 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Lite King Corp.
Form 10-SB
Ladies/Gentlemen:
Enclosed please find a Registration Statement under the
Securities Exchange Act of 1934 on Form 10-SB relating to the
above issuer.
Daine Industries, Inc., presently the owner of all shares
of Lite King, intends to distribute these shares, on a pro rata
basis, to its shareholders as a dividend accompanied by a copy of
their Form 10-SB.
Very truly yours,
Gerald A. Kaufman
GAK:jgc
Enclosure
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 12(g) OF THE SECURITIES ACT OF 1934
LITE KING CORP.
(Name of Small Business Issuer in Its Charter
New York 11-2996988
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
240 Clarkson Avenue, Brooklyn, New York 11226
(Address of Principal Executive Offices) (Zip Code)
(718)469-3132
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
PART 1
Item 1. Description of Business
Lite King Corp. ("The Registrant") was incorporated in
New York on January 4, 1990 and is currently engaged in the
manufacture and assembly of wiring devices.
Since February 1990, the Registrant has operated as a
wholly owned subsidiary of Daine Industries, Inc. ("Daine"). The
Board of Directors of Daine have determined to spin-off Lite King
Corp.'s shares of common stock to its shareholders on a pro rata
basis. Presently there are 248,461,935 shares of Daine
outstanding. Daine owns all of the 2,484,620 outstanding shares of
the Registrant which it will distribute to its shareholders as of
November 30, 1998 on the basis of one share of the Registrant for
each 100 shares of Daine held. Fractional shares will be rounded
up or down.
Management of Daine and the Registrant believe the two
companies as separate entities will create additional value for the
shareholders. There is no assurance of any trading market
developing. It should be noted that even though Daine is a public
company it has not traded in the past two years. Management will
attempt to use Daine as a "shell" vehicle to acquire an operating
business.
On February 26, 1990 Daine acquired substantially all of
the assets (with the exception of the cash) and the business of
Lite King Corporation, a manufacturer and assembler of wiring
devices, cord sets and sockets. The assets acquired had a total
cost of $738,079, consisting of machinery and equipment, inventory,
accounts receivable, a non compete clause entered into with Lite
King Corporation's former president and principal shareholder and
a rent deposit. The purchase price ($663,079 in cash and a $75,000
five year note payable in quarterly installments with interest of
12%) was arrived at by arms length negotiations and Daine obtained
the funds for the purchase from its own internal sources. There
was no material relationship between Daine and Lite King
Corporation or any of its officers or directors prior to this
transaction. The Registrant had entered into a six month
consulting agreement with Lite King Corporation's former president
and owner Mr. Jerold Kolton. For the consulting services rendered
the Registrant paid Mr. Kolton the sum of $36,000 plus expenses of
$9,000 or a total of $45,000.
The Registrant and its predecessors have been in
operation for over twenty five years and its customers are in the
Christmas, Halloween, lamp, lighting, point of purchase display and
ceramic products field. Lite King's electrical wiring devices
consists of wiring harnesses, "pigtails", power supply cords and
the sale of bulbs. Wiring harnesses consist of wire, one or more
sockets on a line with a polarized plug and with or without a plug
and a switch (which is optional). "Pigtails" consist of a socket
2
and wire. Power supply cords consists of a plug, wire and a switch
(which is optional). The Registrant's customers consists of
manufacturers of lamps, chandeliers, Christmas and Halloween
illuminated decorations, novelties, point of purchase displays,
signs, religious illuminated items, illuminated ceramic products
and electrical specialties. The Registrant's "pigtails" are
primarily sold to lamp and chandelier manufacturers while wiring
devices and power supply cords are sold primarily to the
Registrant's other customers.
The Registrant obtains its raw materials from a number of
different suppliers and believes that it is not dependent upon any
source of supply. It faces competition from a number of domestic
and international wiring device manufacturers, several of whom are
considerably larger than the Registrant. Competition is believed
to be intense and while the Registrant believes it is able to
finance future growth internally, management believes that a number
of the Registrant's competitors are materially stronger financially
along with having production facilities located domestically and
overseas, taking advantage of lower rates offshore.
Lite King's facilities consist of approximately 16,000
square feet of office and factory space with annual lease payments
of $58,000 plus tax escalations. The lease is scheduled to expire
on April 30, 2002. At June 30, 1998, there were approximately 30
employees, all except three which were engaged in manufacturing and
assembly activities. For the year ended June 30, 1998, four
customers accounted for 35%, 21%, 23% and 6%, respectively of total
revenues. For the fiscal year ended June 30, 1997 three customers
accounted for 38%, 28% and 18% respectively of total revenues. The
loss of any one of these customers would have a material adverse
effect on the Registrant's future operations. No other customer
accounted for 10% or more of revenues for the 1998 and 1997 fiscal
years.
Lite King recently embarked upon a modernization program
which resulted in upgrading some of its present tooling and
equipment. The modernization program has resulted in some
improvement in productivity in some production areas and in making
available some improved products. Management will also continue to
seek out the acquisition of other companies or the purchase of
assets of other firms which may be in a related field to Lite King
or which may complement Lite King's business although no assurances
can be given that such an acquisition or purchase will be completed
in the near future.
Item 2. Management's Discussion And Analysis or Plan of Operation
Three months ended September 30, 1998 versus 1997
As a result of the acquisition of the assets of Lite King
Corporation by the Registrant, during the three months ended
September 30, 1998 the Registrant generated revenues of $759,850.
During the three months ended September 30, 1997 the Registrant
3
generated revenues of $621,236. During the three months ended
September 30, 1998 the Registrant had a net income of $66,483 as
compared with net income of $58,218 for the three months ended
September 30, 1997.
The increase in revenues can be attributed to added sales
from one of its major customers. Gross Margins for the months
ended September 30, 1998 declined to 27% from 30% for the three
months ended September 30, 1997. The decline is due to the
Company's inability to pass along price increases to its major
customers and a reduction in the profit margin earned on one of the
Company's principal products.
General and administrative expenses declined by 10% when
comparing expenses for the three months ended September 30, 1998
and the three months ended September 30, 1997. This decline can be
attributed primarily to lower insurance, maintenance and
professional expenses.
Management anticipates activities for the quarter ended
December 31, 1998 may result in a loss. The Registrant is
experiencing added competition from firms with production
facilities in China, Mexico and third world nations which resulted
in lower gross margins. The Registrant is at a disadvantage in
that firms based in the above listed nations have labor rates
considerably lower than the Registrant's.
As of September 30, 1998, the Registrant had total assets
of $1,873,124, current assets of $1,746,954, fixed assets of
$120,070, other assets of $6,100, current liabilities of $407,515,
other liabilities of $8,423 and total shareholders' equity of
$1,457,186. At June 30, 1998 total assets amounted to $1,722,950,
current assets of $1,587,165, fixed assets of $129,685, other
assets of $6,100, current liabilities of $323,824, other
liabilities of $8,423 and shareholders' equity of $1,390,703.
The cash and cash equivalents balances of the Company as
of September 30, 1998 and June 30, 1998 were $557,641 and $585,552,
respectively. The decline in cash and cash equivalents was
principally the result of higher accounts receivable for the
quarter ended September 30, 1998. The Company expects that its
current balances of cash and cash equivalents will be sufficient to
meet its minimum planned capital and liquidity needs for the next
year.
Fiscal year 1998 versus 1997
Sales declined 18% from fiscal year 1997 to fiscal year
1998. This decrease of approximately $329,000 was due to a
4
downturn in orders from blow molded figurine customers who buy cord
sets from Lite King Corp. In addition, during fiscal year 1998
Underwriters Laboratories mandated changes in fused plugs and wire
used by Lite King Corp. in seasonal outdoor cord sets. The Company
also experienced increased competition from cord set manufacturers
based in China, where labor costs are considerably lower than those
experienced by Lite King Corp.
During fiscal year 1997 these blow molded figurine
manufacturers purchased at normal levels, accounting for a 15%
increase in sales of about $240,000 for fiscal year 1997 (as
compared with fiscal year 1996 sales).
Gross margins for fiscal year 1998 was 27% as compared
with 29.6% in fiscal year 1997 and 24% in fiscal year 1996. The
decrease in fiscal year 1998 gross margins was due to the inability
of passing along price increases to company customers as higher
unit labor costs were absorbed by Lite King Corp. Fiscal year 1997
gross margins increased as compared with fiscal year 1996 gross
margins due to higher prices charged to company customers.
General and administrative expenses declined by
approximately $82,000 between fiscal year 1998 and fiscal year
1997. This decline can be attributed to lower amounts for
underwriters laboratories fees $8,000; group insurance expenses
$12,000; general insurance expense $35,000; legal and accounting
expense $18,000; rent expense (real estate taxes) $35,000; and
utilities expense $4,000 - offset by higher officers' salaries
$22,000 and maintenance expense $8,000. The declines in these
expense categories are consistent with lower levels of sales
activities. Increased officers' salaries were paid to Lite King's
president and treasurer.
General and administrative expenses increased by
approximately $131,000 between fiscal year 1996 and fiscal year
1997. The increase can be attributed to increases in underwriters
laboratories fees $12,000; officers salaries $42,000; insurance
expense $16,000; rent expense $40,000; legal and accounting
$13,000; office salaries $4,000; and utilities expense $4,000. The
increase in rent expense related to real estate taxes due for prior
periods presented by Lite King Corp.'s landlord and are escalations
in city real estate taxes paid by Lite King as part of its lease.
Increased officer's salaries were paid to Lite King Corp's
president and treasurer.
Net loss increased by $30,820 between fiscal year 1998
and fiscal year 1997. The loss of $13,394 in fiscal year 1998 can
be attributed to a 18% decline in sales in fiscal year 1998 and a
related decline in general and administrative expenses. The
reduction of the net loss from $4,021 in fiscal year 1996 to net
income of $17,426 in fiscal year 1997 can be attributed to a 15%
increase in sales offset by a rise in general and administrative
expenses.
5
There has been a downward trend in sales as sales
decreased between fiscal year 1997 to 1998.
The Registrant's has financed its activities primarily
from operating activities. For fiscal year 1998 and 1997 cash
flows from investing activities have not been material.
During fiscal years 1996, 1997 and 1998, cash flows from
financing activities have been immaterial.
As of June 30, 1998, the Registrant had total assets of
$1,722,950 as compared with total assets of $1,566,035 at June 30,
1997. The increase in assets of $156,915 can be attributed to an
increase of $195,375 in the following current asset categories: an
increase in cash and cash equivalents $313,999; prepaid expenses
$2,497; deferred taxes $284 and a decrease of $11,933 in inventory
and $109,472 in accounts receivables. There was a decrease in the
fixed asset account $38,460 (net).
During fiscal year 1998, total liabilities increased by
$170,309 reflected by an increase in current liabilities of
$178,924 and a decrease in deferred tax liabilities of $6,615 and
a decrease in liabilities due to the Registrant's parent company
$2,000. At June 30, 1998, shareholders' equity amounted to
$1,014,823 as compared with $1,028,217 at June 30, 1997. The
current ratio (current assets to current liabilities) at June 30,
1998 was approximately 5:1.
Management presently is considering a number of negative
factors which could have a material adverse effect on fiscal 1999
revenues and profitability. The Company will face intense
competition for the candelabra cord sets in fiscal year 1999 from
Chinese producers and their U.S. wholesaler representatives. It
also will have to import its Edison base cord sets from Chinese
sources at profit margins lower than those generated in earlier
years when this product line was produced at the Company's
facilities. Because of these uncertainties, management cannot
forecast fiscal year 1999 revenues or profitability.
Item 3. Description of Property
As of June 30, 1998, the Registrant owned no property.
Lite King's facilities consist of 16,000 square feet of office and
factory space pursuant to a five year lease scheduled to expire on
April 30, 2002. Annual lease payments during the first two years
ending on April 30, 1999 will amount to $58,000 plus tax
escalations. During the third year the rental amounts to $60,000
plus tax escalations and during the fourth and fifth year of the
lease ending April 30, 2002, the annual lease payment amounts to
$62,000 plus tax escalations.
6
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth information as of October
31, 1998, with respect to all shareholders known by the Company to
be beneficial owners of more than 5% of the outstanding Common
Stock, all directors, and all directors and executive officers as
a group. Except as noted below, each shareholder has sole voting
and investment power with respect to shares owned.
Number of
Name and Address Common Shares
of Beneficial Owner Beneficially Owned Percent*
Modern Technology Corp
P.O. Box 0007
Belle Harbor, New York 11694 720,000 29.0%
Arthur Seidenfeld**
P.O. Box 0007
Belle Harbor, New York 11694 360,000 14.5%
Anne Seidenfeld**
P.O. Box 0007
Belle Harbor, New York 11694 200,000 8.0%
American Israel Ventures Corp.**
P.O. Box 0007
Belle Harbor, New York 11694 150,000 6.0%
Gerald Kaufman
33 Walt Whitman Road
Huntington Station, New York 11746 30,000 1.2%
All 3 officers and directors
as a group 590,000 23.7%
*Based upon 2,484,620 shares outstanding which assumes a
distribution of one share of the Registrant for each 100 shares of
Daine.
**Arthur Seidenfeld and Anne Seidenfeld are President and
Secretary, Treasurer respectively of Modern Technology Corp. and
also own 49% and 12% respectively of the common stock of Modern
Technology Corp.
Arthur Seidenfeld owns 70% of the outstanding shares of American
Israel Ventures Corp. (AIV) and Anne Seidenfeld owns 25% of the
outstanding shares of AIV. Arthur Seidenfeld and Anne Seidenfeld
are President and Treasurer-Secretary respectively of American
Israel Ventures Corp.
7
Item 5. Directors, Executive Officers, Promoters and Control
Persons
The executive officers and directors of the Registrant
are as follows:
Arthur Seidenfeld 47 President and Director
Anne Seidenfeld 85 Treasurer,Secretary
and Director
Gerald Kaufman 57 Director
Arthur Seidenfeld, President and Director of the Registrant
since formation, was awarded a B.S. Degree in Accounting from New
York University in 1972 and an M.B.A. in Finance in 1978 from Pace
University. He has also served as President and Director of Daine
Industries and of Modern Technology Corp. since 1988.
Anne Seidenfeld, Secretary-Treasurer and Director of the
Company. She is also Treasurer, Secretary and a Director of Modern
Technology Corp. and is Treasurer, Secretary and a Director of
Daine.
Gerald Kaufman, Director, has been a practicing attorney for
over thirty years. He has served as a director of the Company,
along with being a director of Modern Technology Corp. and Daine
since November 1990.
Arthur Seidenfeld is the son of Anne Seidenfeld.
Item 6. Executive Compensation
For the year ended June 30, 1998 Arthur Seidenfeld,
President and a Director of the Company received a salary of
$81,800. Anne Seidenfeld, Treasurer and a Director of the Company,
received a salary of $24,220 for the year ended June 30, 1998.
No option or bonus plan exists.
Item 7. Certain Relationships and Related Transactions
Daine, the parent of the Company, maintains its corporate
office in the facilities of the Registrant.
Item 8. Description of Securities
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock $.001 par value per share, of
which 2,484,620 are to be issued and outstanding at November 30,
1998.
Holders of the Common Stock are entitled to receive
dividends when and as declared by the Company's Board of Directors
out of funds available therefore. Any such dividends may be paid
in cash, property or shares of the Common Stock.
8
Each holder of Common Stock is entitled to one vote per
share on all matters, including the election of directors. Holders
of Common Stock do not have cumulative voting rights. The absence
of cumulative voting rights means that the holders of more than 50%
of the shares voting for the election of directors can elect all
directors if they choose to do so. In such event, the holders of
the remaining shares of the Common Stock will not be entitled to
elect any director. The Board of Directors shall be elected each
year to a one year term. A majority of the shares entitled to
vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders.
Shares of the Common Stock have no preemptive or
conversion rights, no redemption or sinking fund provisions and are
not liable to further call or assessment. The outstanding shares
of the Common Stock are, and any shares sold pursuant to this
offering will be, fully paid and non-assessable. Each share of the
Common Stock is entitled to share ratably in any assets available
for distribution to holders of its equity securities upon
liquidation of the Company.
PART II
Item 1. Market Price of and Dividends on Registrant's Common
Equity and Other Shareholder Matters
The Common Stock has not traded. Until now all shares
were owned by Daine. There is no representation or assurances that
a trading market will develop, or if developed that it will be
sustained. There is no indication of any trading prices.
As of November 18, 1998, the Company will have 660
shareholders of record based upon the number of Daine shareholders.
The Company has not paid any dividends since inception.
The Company does not anticipate paying any dividends in the future
even if it were to have earnings.
Item 2. Legal Proceedings
None
Item 3. Changes in and Disagreements with Accountants
Not Applicable
Item 4. Recent Sales of Unregistered Securities
None
9
Item 5. Indemnification of Directors and Officers
The Company's Bylaws provide that except for willful
negligence or intentional criminal conduct, the Company shall
indemnify its Directors and Officers against third party liability,
including shareholder and/or regulatory actions. Additionally,
Sections 722-725 of the New York Business Corporation Law provide
for indemnification by the Company or the New York State.
10
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1
BALANCE SHEETS - ASSETS 2
BALANCE SHEETS
- LIABILITIES AND SHAREHOLDERS' EQUITY 3
STATEMENTS OF SHAREHOLDERS' EQUITY 4
STATEMENTS OF OPERATIONS 5
STATEMENTS OF CASH FLOWS 6
NOTES TO THE FINANCIAL STATEMENTS 7-10
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors and Shareholders
LITE KING CORP.
Brooklyn, NY
We have audited the accompanying balance sheets of LITE KING CORP.
as of June 30, 1998 and 1997 and the related statements of
operations, statements of shareholders' equity and cash flows for
each of the three years in the period ended June 30, 1998. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based upon our audit.
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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of LITE
KING CORP. as of June 30, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the
period ended June 30, 1998, in conformity with generally accepted
accounting principles.
GREENBERG & COMPANY LLC
Springfield, New Jersey
August 6, 1998
Page 1 of 10
LITE KING CORP.
BALANCE SHEETS
A S S E T S
Sept. 30, 1998 June 30
(unaudited) 1998
CURRENT ASSETS
Cash and Cash Equivalents $ 557,641 $ 585,552
Accounts Receivable 625,263 392,787
Inventory 550,002 595,194
Prepaid Expenses 13,764 13,348
Deferred Taxes 284 284
Total Current Assets 1,746,954 1,587,165
FIXED ASSETS, At Cost
Machinery and Equipment 363,113 363,113
Leasehold Improvements 9,787 9,787
Less: Accumulated Depreciation
and Amortization (252,830) (243,215)
120,070 129,685
OTHER ASSETS
Deposits 6,100 6,100
TOTAL ASSETS $1,873,124 $1,722,950
The accompanying notes are an integral part of these financial
statements.
Page 2 of 10
LITE KING CORP.
BALANCE SHEETS
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
Sept. 30, 1998 June 30
(unaudited) 1998
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 379,317 $ 323,824
Income Tax Payable 28,198 -0-
Total Current Liabilities 407,515 323,824
OTHER LIABILITIES
Deferred Income Tax Liability 8,423 8,423
TOTAL LIABILITIES 415,938 332,247
COMMITMENTS AND CONTINGENCIES
(Note 3)
SHAREHOLDERS' EQUITY
Common Stock (No Par Value
200 shares authorized, 100 shares
issued and outstanding 5,400 5,400
Paid-In Capital 1,139,880 1,139,880
Retained Earnings 311,906 245,423
TOTAL SHAREHOLDERS' EQUITY 1,457,186 1,390,703
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,873,124 $1,722,950
The accompanying notes are an integral part of these financial
statements.
Page 3 of 10
LITE KING CORP.
STATEMENTS OF SHAREHOLDERS' EQUITY
For The Period July 1, 1996 to September 30, 1998
Total
Number Share-
of No Par Paid-In Retained holders'
Shares Value Capital Earnings Equity
BALANCES AT
JULY 1, 1996 100 $5,400 $1,137,880 $255,391 $1,398,671
Dividends Paid (14,000) (14,000)
Net Income (Loss)
for the Year Ended
June 30, 1997 17,426 17,426
BALANCES AT
JUNE 30, 1997 100 5,400 1,137,880 258,817 1,402,097
Capital
Contribution 2,000 2,000
Net Income (Loss)
for the Year Ended
June 30, 1998 (13,394) (13,394)
BALANCES AT
JUNE 30, 1998
(Audited) 100 5,400 1,139,880 245,423 1,390,703
Net Income (Loss)
for the three
months ended
Sept. 30, 1998 66,483 66,483
BALANCES AT
SEPT. 30, 1998
(UNAUDITED) 100 $5,400 $1,139,880 $311,906 $1,457,186
The accompanying notes are an integral part of these financial statements.
Page 4 of 10
LITE KING CORP.
STATEMENTS OF OPERATIONS
For The Three Months Ended For The Years Ended
September 30, June 30,
1998 1997 1998 1997
(Unaudited)
REVENUES
Sales - Net $ 759,850 $621,236 $1,521,660 $1,850,407
COST OF GOODS SOLD
Beginning Inventory 595,194 607,127 607,127 903,353
Purchase and Freight 423,246 285,899 852,570 757,890
Direct Labor 84,864 95,408 245,031 249,049
1,103,304 988,434 1,704,728 1,910,292
Less: Inventory
- End of Period 550,002 551,127 595,194 607,127
553,302 437,307 1,109,534 1,303,165
GROSS MARGIN 206,548 183,929 412,126 547,242
Interest Income 5,092 175 15,238 -0-
General and Administrative
Expenses (107,344) (114,842) (402,100) (484,509)
Depreciation and
Amortization Expense (9,615) (9,615) (38,460) (42,420)
INCOME (LOSS) BEFORE
INCOME TAXES 94,681 59,647 (13,196) 20,313
Income Tax Expense 28,198 16,994 198 2,887
NET INCOME (LOSS) $ 66,483 $ 42,653 $ (13,394) $ 17,426
Earnings (Loss) Per Share $664.83 $426.53 $(133.94) $174.26
Weighted Average Number
of Shares of Common
Stock Outstanding 100 100 100 100
The accompanying notes are an integral part of these financial statements.
Page 5 of 10
LITE KING CORP.
STATEMENTS OF CASH FLOWS
For The Three Months Ended For The Years Ended
September 30, June 30,
1998 1997 1998 1997
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 66,483 $ 42,653 $(13,394) $ 17,426
Adjustment to Reconcile Net
Income to Net Cash Provided By
(Used In) Operating Activities:
Depreciation and
Amortization Expense 9,615 9,615 38,460 42,420
Change in Assets and Liabilities:
Decrease (Increase) in
Accounts Receivable (232,476) 122,799 109,472 17,676
Decrease (Increase) in
Inventory 45,192 56,000 11,933 296,226
Decrease (Increase) in
Prepaid Expenses (416) -0- (2,497) 12,706
Decrease (Increase) in
Deferred Taxes - Current -0- -0- (284) -0-
Increase (Decrease) in
Accounts Payable and
Accrued Expenses 55,493 64,543 180,497 (192,159)
Increase (Decrease) in
Income Tax Payable 28,198 13,992 (1,573) 1,573
Increase (Decrease) in
Deferred Income Tax
Liability -0- -0- (6,615) -0-
Net Cash Provided By (Used In)
Operating Activities (27,911) 309,602 315,999 195,868
CASH FLOWS FROM INVESTING
ACTIVITIES
Capital Expenditures -0- -0- -0- (4,846)
Net Cash Provided By (Used In)
Investing Activities -0- -0- -0- (4,846)
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital Contribution -0- -0- -0- 14,000
Dividends Paid To Parent
Company -0- (2,000) (2,000) -0-
Net Cash Provided By (Used In)
Financing Activities -0- (2,000) (2,000) 14,000
Net Increase (Decrease) in Cash
and Cash Equivalents (27,911) 307,602 313,999 205,022
Cash and Cash Equivalents at
Beginning of Period 585,552 271,553 271,553 66,531
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $557,641 $579,155 $585,552 $271,553
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest $ -0- $ -0- $ -0- $ -0-
Income Taxes $ -0- $ 1,429 $ 7,097 $ 4,701
The accompanying notes are an integral part of these financial statements.
Page 6 of 10
LITE KING CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
AND THE YEARS ENDED JUNE 30, 1998 AND 1997
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Lite King Corp. (LKC) is a New York corporation. LKC is owned
100% by Daine Industries, Inc. (Daine), a Delaware corporation.
LKC's principal business is the manufacture and assembly of
electrical wiring devices, cord sets and sockets. LKC's
customers consist of manufacturers of lamps, chandeliers,
Christmas and Halloween illuminated decorations, novelties,
point of purchase displays, signs, and other electrical
specialties. The customers are located throughout North
America.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term
investments with maturities of 90 days or less. The carrying
amount reported in the accompanying balance sheets approximates
fair value.
ACCOUNTS RECEIVABLE
Accounts receivable are judged as to collectibility by
management and an allowance for bad debts is established as
necessary. As of each balance sheet date, no reserve was
considered necessary.
INVENTORY
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method.
Inventories consist of:
9/30/98 6/30/98
(Unaudited)
Raw Materials $476,875 $506,875
Work-in-Process 55,427 65,427
Finished Goods 17,700 22,892
$550,002 $595,194
ADVERTISING
Advertising costs are expensed as incurred.
Page 7 of 10
LITE KING CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
AND FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
(Continued)
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentration of credit risk are accounts receivable. During
the three months ended September 30, 1998 and the years ended
June 30, 1998 and 1997, three customers accounted for
approximately 63.9%, 12.3%, 11.6% and 38%, 28%, 18%, and 43%,
24%, 15%, respectively, of total revenues. The Company
performs ongoing credit evaluations of its customers but
generally does not require collateral to support customer
receivables. The loss of any one of these customers could
have a material adverse effect on the financial condition of
the company.
PROPERTY AND EQUIPMENT
Renewals and betterments are capitalized; maintenance and
repairs are expensed as incurred.
Depreciation is calculated using the straight line method over
the asset's estimated useful life, which generally
approximates 10 years.
REVENUE RECOGNITION POLICY
The company recognizes sales, for both financial statement
purposes and for tax purposes, when the products are shipped
to customers.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws.
Valuation allowances are established when necessary to reduce
deferred tax assets to the estimated amount to be realized.
Income tax expense represents the tax payable for the current
period and the change during the period in the deferred tax
assets and liabilities.
Page 8 of 10
LITE KING CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
AND THE YEARS ENDED JUNE 30, 1998 AND 1997
(Continued)
NOTE 3: COMMITMENTS AND CONTINGENCIES
The company is currently in a lease for office and factory
space requiring minimum annual base rental payments for the
fiscal periods shown as follows:
1999 $ 58,333
2000 60,333
2001 62,000
2002 51,667
Total $232,333
In addition to annual base rental payments, the company must
pay an annual escalation for real estate taxes.
NOTE 4: INCOME TAXES
Income taxes are accrued at the statutory U.S. and state income
tax rates.
Income tax expense is principally due to state and local income
taxes based upon capital. Deferred tax liabilities relate to
depreciation timing differences and operating loss carrybacks.
September 30 June 30,
1998 1998 1997
Current tax expense
(benefit):
Income tax at
statutory rates $28,198 $7,097 $4,701
Deferred tax expense
(benefit):
Depreciation -0- (6,615) (1,814)
Operating loss
carryback -0- (284) -0-
-0- (6,899) (1,814)
Total Tax Expense
(Benefit) $28,198 $ 198 $2,887
The tax effect of significant temporary differences, which
comprise the deferred tax assets and liabilities are as
follows:
September 30, June 30,
1998 1998
Deferred tax asset
Operating loss
carryback $ 248 $ 248
Deferred tax liability
Depreciation $8,423 $8,423
Page 9 of 10
LITE KING CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
AND THE YEARS ENDED JUNE 30, 1998 AND 1997
(Continued)
NOTE 5: POSTRETIREMENT EMPLOYEE BENEFITS
The company does not have a policy to cover employees for any
health care or other welfare benefits that are incurred after
employment (postretirement). Therefore, no provision is
required under SFAS's 106 or 112.
NOTE 6: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the
period July 1, 1998 to September 30, 1998 have been prepared
by management from the books and records of the Company, and
reflect, in the opinion of management, all adjustments
necessary for a fair presentation of the financial position
and operations of the Company as of the period indicated
herein, and are of a normal recurring nature.
NOTE 7: SUBSEQUENT EVENT
In October 1998, the Company increased its authorized common
shares from 200 to 50,000,000. The Company also changed the
par value from none to $.001 per share and declared a
24,846.20 to one stock split. Therefore, after the split
becomes effective, there will be 2,484,620 shares outstanding.
Page 10 of 10
PART III
Exhibits
2(a) Certificate of Incorporation
(b) By-Laws
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.
LITE KING CORP.
By:
Arthur Seidenfeld, President
Dated: November 19, 1998
9
Exhibit 2(a)
CERTIFICATE OF INCORPORATION
OF
LK ACQUISITION CORP.
Under Section 402 of the Business Corporation Law
The undersigned, for the purpose of forming a corporation
pursuant to the Business Corporation Law of the State of New York,
does hereby certify and set forth:
FIRST: The Name of the corporation is:
LK ACQUISITION CORP.
SECOND: The purposes for which the corporation is formed as
follows:
To engage in any lawful act or activity for which corporations
may be formed under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity which
requires the consent or approval of any State official, department,
board, agency or other body, without such consent or approval first
being obtained.
For the accomplishment of the aforesaid purposes, and in
furtherance thereof, the corporation shall have and may exercise
all of the powers conferred by the Business Corporation Law of the
State of New York upon corporations formed thereunder, subject to
any limitations contained in Article 2 of said law, or in
accordance with the provisions of any other statute of the State of
New York.
THIRD: The office of the corporation within the State of
New York shall be located in the County of Queens.
FOURTH: The aggregate number of shares which the corporation
shall have the authority to issue is Two Hundred (200), all of
which shall be without par value.
FIFTH: The Secretary of State is designated as agent of the
corporation upon whom process against it may be served. The post
office address to which the Secretary of State shall mail a copy of
any process against the corporation served upon him is:
c/o Gerald Kaufman, Esq.
145 East 48th Street
New York, New York 10017
IN WITNESS WHEREOF, this certificate has been signed this 3rd
day of January, 1990, by the undersigned, who affirms that the
statements made herein are true under the penalties of perjury.
Fred Larison
111 Washington Avenue
Albany, New York 12210
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
LK ACQUISITION CORP.
(Under Section 805 of the Business Corporation Law)
1. The name of the corporation is LK Acquisition Corp.
2. The certificate of incorporation was filed by the
department of state on January 4, 1990.
3. The certificate of incorporation is amended to change the
name of the corporation and paragraph one which sets forth the name
of the corporation, is amended to read:
"First: The name of the corporation is Lite King
Corp."
4. The amendment to the certificate of incorporation was
authorized by the written consent of all shareholders entitled to
vote. Said authorization is subsequent to the affirmative vote of
the Board of Directors.
IN WITNESS WHEREOF, we have, under penalties of perjury,
signed this Certificate of Amendment this 26th day of February,
1990, and affirmed that the statements contained therein are true.
Arthur Seidenfeld, President
Anne Seidenfeld, Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
LITE KING CORP.
_ _ _ _ _ _ _ _ _ _ _ _
Under Section 805 of the
Business Corporation Law
_ _ _ _ _ _ _ _ _ _ _ _
Pursuant to Section 805 of the Business Corporation Law, the
undersigned, Arthur Seidenfeld, President, and Anne Seidenfeld,
Secretary, hereby certify:
1. The name of the Corporation is Lite King Corp.
2. The Certificate of Incorporation was filed, under the
name LK Acquisition Corp., by the Department of State of the State
of New York on January 4, 1980.
3. The amendments to the Certificate of Incorporation
effected by this Certificate are as follows:
(a) Paragraph four relating to the number of shares which the
Corporation shall have the authority to issue is hereby amended to
change the 200 authorized no par value shares of capital stock to
50,000,000 shares par value of $.001 per share Common Stock.
To accomplish such change paragraph four of the
Certificate of Incorporation is hereby amended to read as follows:
"FOURTH: The Corporation shall be authorized to
issue the following shares:
Class Number of Shares Par Value Each
Common 50,000,000 $.001."
The 100 shares without par value of the previously
authorized capital stock currently issued and outstanding are
hereby changed into 2,500,000 shares of the newly authorized shares
of Common Stock of the par value of $.001 each, at the rate of
25,000 shares of newly authorized Common Stock for one share of the
previously authorized capital stock.
(b) To add a new paragraph sixth to eliminate pre-emptive
rights. To accomplish the foregoing, a new paragraph sixth is
hereby added to read as follows:
"SIXTH: No holder of shares of the Corporation, because
of his ownership of such shares, shall have a pre-emptive,
preferential or other right to purchase, subscribe for, receive or
take any part of any shares of the Corporation of any class, or any
securities convertible into, exchangeable for, or carrying a right
to purchase its shares of any class, whether now or hereafter
authorized, and whether issued, optioned, sold or offered for sale
by the Corporation for cash or other consideration."
4. The amendments effectuated by this Certificate of
Amendment of the Certificate of Incorporation were authorized by
unanimous written consent of all the shareholders of the
Corporation following authorization by the Board of Directors by
unanimous written consent.
IN WITNESS WHEREOF, we hereunto sign our names and affirm
that the statements made herein are true under the penalties of
perjury, this 8th day of October, 1998.
By: s/ Arthur Seidenfeld
Arthur Seidenfeld, President
By: s/ Anne Seidenfeld
Anne Seidenfeld, Secretary
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
LITE KING CORP.
Under Section 105 of the
Business Corporation Law
The undersigned being respectively, the President and
Secretary of the Corporation, does hereby certify and sets forth as
follows:
FIRST: The name of the Corporation is:
LITE KING CORP.
SECOND: The date of the certificate to be corrected was
filed with the Department of State is the ninth day of October
1998.
THIRD: The nature of the incorrect statements are as
follows:
In paragraph FOURTH the figures specifying the rate of
change of issued and unissued shares of the existing stock
structure to issued and unissued shares of the new stock structure
were incorrectly stated thereby causing the resulting amount of
issued and unissued shares of the new stock structure to be
incorrectly stated.
FOURTH: The provision in the certificate as corrected
is as follows:
"FOURTH: That the presently ;issued 100 Common
Shares without par value are hereby changed, on a 1 for 24,846.20
basis, into 2,484,620 issued Common Shares par value $.001 per
share.
That the 100 presently unissued Common Shares without par
value are hereby changed, on a 1 for 475,153.8 basis into
47,515,380 unissued Common shares par value $.001 per share".
IN WITNESS WHEREOF, we hereunto sign our names this third
day of November, 1998, and affirm that the statements contained
herein are true under the penalties of perjury.
S:/ Arthur Seidenfeld
Arthur Seidenfeld, President
S:/ Anne Seidenfeld
Anne Seidenfeld, Secretary
Exhibit 2(b)
BY-LAWS
of
LK ACQUISITION CORP.
ARTICLE I - OFFICES
The principal office of the corporation shall be in the
of County of Kings State of New York. The
corporation may also have offices at such other places within or
without the State of New York as the board may from time to time
determine or the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETING.
Meetings of shareholders shall be held at the principal office
of the corporation or at such place within or without the State of
New York as the board shall authorize.
2. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the
day of at M. in each year if not a legal
holiday, and, if a legal holiday, then on the next business day
following at the same hour, when the shareholders shall elect a
board and transact such other business as may properly come before
the meeting.
3. Special meetings of the shareholders may be called by the
board or by the president and shall be called by the president or
the secretary at the request in writing of a majority of the board
or at the request in writing by shareholders owning a majority in
amount of the shares issued and outstanding. Such request shall
state the purpose or purposes of the proposed meeting. Business
transacted at a special meeting shall be confined to the purposes
stated in the notice.
4. FIXING RECORD DATE.
For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action,
By-Laws A
<PAGE>
the board shall fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more
than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action. If no record
date is fixed it shall be determined in accordance with the
provisions of law.
5. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of each meeting of shareholders shall state the
purpose or purposes for which the meeting is called, the place,
date and hour of the meeting and unless it is the annual meeting,
shall indicate that it is being issued by or at the direction of
the person or persons calling the meeting. Notice shall be given
either personally or by mail to each shareholder entitled to vote
at such meeting, not less than ten nor more than fifty days before
the date of the meeting. If action is proposed to be taken that
might entitle shareholders to payment for their shares, the notice
shall include a statement of that purpose and to that effect. If
mailed, the notice is given when deposited in the United States
mail, with postage thereon prepaid, directed to the shareholder at
his address as it appears on the record of shareholders, or, if he
shall have filed with the secretary a written request that notices
to him be mailed to some other address, then directed to him at
such other address.
6. WAIVERS.
Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or
after the meeting. The attendance of any shareholder at a meeting,
in person or by proxy, without protesting prior to the conclusion
of the meeting the lack of notice of such meeting, shall constitute
a waiver of notice by him.
7. QUORUM OF SHAREHOLDERS.
Unless the certificate of incorporation provides otherwise,
the holders of a majority of the shares entitled to vote thereat
shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of
business is required to be voted on by a class or classes, the
holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of
business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the
absence of a quorum.
By-Laws B
8. PROXIES.
Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-
in-fact. No proxy shall be valid after expiration of eleven months
from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.
9. QUALIFICATION OF VOTERS.
Every shareholder of record shall be entitled at every meeting
of shareholders to one vote for every share standing in his name on
the record of shareholders, unless otherwise provided in the
certificate of incorporation.
10. VOTE OF SHAREHOLDERS.
Except as otherwise required by statute or by the certificate
of incorporation;
(a) directors shall be elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled
to vote in the election;
(b) all other corporate action shall be authorized by a
majority of the votes cast.
11. WRITTEN CONSENT OF SHAREHOLDERS.
Any action that may be taken by vote may be taken without a
meeting on written consent, setting forth the action so taken,
signed by the holders of all the outstanding shares entitled to
vote thereon or signed by such lesser number of holders as may be
provided for in the certificate of incorporation.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS.
Subject to any provision in the certificate of incorporation
the business of the corporation shall be managed by its board of
directors, each of whom shall be at least 18 years of age and need
not be shareholders.
2. NUMBER OF DIRECTORS.
The number of directors shall be three. When all of the
shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of
shareholders.
By-Laws C
3. ELECTION AND TERM OF DIRECTORS.
At each annual meeting of shareholders, the shareholders
shall elect directors to hold office until the next annual meeting.
Each director shall hold office until the expiration of the term
for which he is elected and until his successor has been elected
and qualified, or until his prior resignation or removal.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any
reason except the removal of directors without cause may be filled
by a vote of a majority of the directors then in office, although
less than a quorum exists, unless otherwise provided in the
certificate of incorporation. Vacancies occurring by reason of the
removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of
incorporation. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for
the unexpired term of his predecessor.
5. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote
of the shareholders or by action of the board. Directors may be
removed without cause only by vote of the shareholders.
6. RESIGNATION.
A director may resign at any time by giving written notice to
the board, the president or the secretary of the corporation.
Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the board or such officer, and
the acceptance of the resignation shall not be necessary to make it
effective.
7. QUORUM OF DIRECTORS.
Unless otherwise provided in the certificate of incorporation,
a majority of the entire board shall constitute a quorum for the
transaction of business or of any specified item of business.
8. ACTION OF THE BOARD.
Unless otherwise required by law, the vote of a majority of
the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the board. Each director
present shall have one vote regardless of the number of shares, if
any, which he may hold.
By-Laws D
9. PLACE AND TIME OF BOARD MEETINGS.
The board may hold its meetings at the office of the
corporation or at such other places, either within or without the
State of New York, as it may from time to time determine.
10. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held
immediately following the annual meeting of shareholders at the
place of such annual meetings of shareholders.
11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
(a) Regular meetings of the board may be held without notice
at such time and place as it shall from time to time determine.
Special meetings of the board shall be held upon notice to the
directors and may be called by the president upon three days notice
to each director either personally or by mail or by wire; special
meetings shall be called by the president or by the secretary in a
like manner on written request of two directors. Notice of a
meeting need not be given to any director who submits a waiver of
notice whether before or after the meeting or who attends the
meeting without protesting prior thereto or at its commencement,
the lack of notice to him.
(b) A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and
place. Notice of the adjournment shall be given all directors who
were absent at the time of the adjournment and, unless such time
and place are announced at the meeting, to the other directors.
12 CHAIRMAN.
At all meetings of the board the president, or in his absence,
a chairman chosen by the board shall preside.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire
board, may designate from among its members an executive committee
and other committees, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the board.
14. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses
for actual attendance, at each regular or special meeting of the
board may be authorized. Nothing herein contained shall be
By-Laws E
construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
1. OFFICES, ELECTION, TERM.
(a) Unless otherwise provided for in the certificate of
incorporation, the board may elect or appoint a president, one or
more vice-presidents, a secretary and a treasurer, and such other
officers as it may determine, who shall have such duties, powers
and functions as hereinafter provided.
(b) All officers shall be elected or appointed to hold office
until the meeting of the board following the annual meeting of
shareholders.
(c) Each officer shall hold office for the term for which he
is elected or appointed and until his successor has been elected or
appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
(a) Any officer elected or appointed by the board may be
removed by the board with or without cause.
(b) In the event of the death, resignation or removal of an
officer, the board in its discretion may elect or appoint a
successor to fill the unexpired term.
(c) Any two or more offices may be held by the same person,
except the offices of president and secretary. When all of the
issued and outstanding stock of the corporation is owned by one
person, such person may hold all or any combination of offices.
(d) The salaries of all officers shall be fixed by the board.
(e) The directors may require any officer to give security
for the faithful performance of his duties.
3. PRESIDENT.
The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders
and of the board; he shall have the management of the business of
the corporation and shall see that all orders and resolutions of
the board are carried into effect.
4. VICE-PRESIDENTS.
During the absence or disability of the president, the vice-
president, or if there are more than one, the executive vice-
president, shall have all the powers and functions of the
president. Each vice-president shall perform such other duties as
the board shall prescribe.
By-Laws F
5. SECRETARY.
The secretary shall:
(a) attend all meetings of the board and of the shareholders;
(b) record all votes and minutes of all proceedings in a book
to be kept for that purpose;
(c) give or cause to be given notice of all meetings of
shareholders and of special meetings of the board;
(d) keep in safe custody the seal of the corporation and
affix it to any instrument when authorized by the board;
(e) when required, prepare or cause to be prepared and
available at each meeting of shareholders a certified list in
alphabetical order of the names of shareholders entitled to vote
thereat, indicating the number of shares of each respective class
held by each;
(f) keep all the documents and records of the corporation as
required by law or otherwise in a proper and safe manner;
(g) perform such other duties as may be prescribed by the
board.
6. ASSISTANT-SECRETARIES.
During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the secretary.
7. TREASURER.
The treasurer shall:
(a) have the custody of the corporate funds and securities;
(b) keep full and accurate accounts of receipts and
disbursements in the corporate books;
(c) deposit all money and other valuables in the name and to
the credit of the corporation in such depositories as may be
designated by the board;
(d) disburse the funds of the corporation as may be ordered
or authorized by the board and preserve proper vouchers for such
disbursements;
(e) render to the president and board at the regular meetings
of the board, or whenever they require it, an account of all his
transactions as treasurer and of the financial condition of the
corporation;
By-Laws G
(f) render a full financial report at the annual meeting of
the shareholders if so requested;
(g) be furnished by all corporate officers and agents at his
request, with such reports and statements as he may require as to
all financial transactions of the corporation;
(h) perform such other duties as are given to him by these
by-laws or as from time to time are assigned to him by the board or
the president.
8. ASSISTANT-TREASURER.
During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the treasurer.
9. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of
the corporation shall execute to the corporation a bond in such sum
and with such surety or sureties as the board may direct,
conditioned upon the faithful performance of his duties to the
corporation and including responsibility for negligence and for the
accounting for all property, funds or securities of the corporation
which may come into his hands.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES.
The shares of the corporation shall be represented by
certificates. They shall be numbered and entered in the books of
the corporation as they are issued. They shall exhibit the
holder's name and the number of shares and shall be signed by the
president or a vice-president and the treasurer or the secretary
and shall bear the corporate seal.
2. LOST OR DESTROYED CERTIFICATES.
The board may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the board may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond
in such sum and with such surety or sureties as it may direct
By-Laws H
as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been
lost or destroyed.
3. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and cancel
the old certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its
principal office. No transfer shall be made within ten days next
preceding the annual meeting of shareholders.
(b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or
not it shall have express or other notice thereof, except as
expressly provided by the laws of New York.
4. CLOSING TRANSFER BOOKS.
The board shall have the power to close the share transfer
books of the corporation for a period of not more than ten days
during the thirty day period immediately preceding (1) any
shareholders' meeting, or (2) any date upon which shareholders
shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any
other form of distribution, and only those shareholders of record
at the time the transfer books are closed, shall be recognized as
such for the purpose of (1) receiving notice of or voting at such
meeting, or (2) allowing them to take appropriate action, or (3)
entitling them to receive any dividend or other form of
distribution.
ARTICLE VI - DIVIDENDS
Subject to the provisions of the certificate of incorporation
and to applicable law, dividends on the outstanding shares of the
corporation may be declared in such amounts and at such time or
times as the board may determine. Before payment of any dividend,
there may be set aside out of the net profits of the corporation
available for dividends such sum or sums as the board from time to
time in its absolute discretion deems proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the board shall think conducive to the interests of the
corporation, and the board may modify or abolish any such reserve.
By-Laws I
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear
the name of the corporation, the year of its organization and the
words "Corporate Seal, New York." The seal may be used by causing
it to be impressed directly on the instrument or writing to be
sealed, or upon adhesive substance affixed thereto. The seal on
the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer
or officers or other person or persons as the board may from time
to time designate.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of July in each
year.
ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the certificate of incorporation in these by-laws
shall include all amendments thereto or changes thereof unless
specifically excepted.
ARTICLE XI - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
(a) Except as otherwise provided in the certificate of
incorporation the by-laws may be amended, repealed or adopted by
vote of the holders of the shares at the time entitled to vote in
the election of any directors. By-laws may also be amended,
repealed or adopted by the board but any by-law adopted by the
board may be amended by the shareholders entitled to vote thereon
as hereinabove provided.
(b) If any by-law regulating an impending election of
directors is adopted, amended or repealed by the board, there shall
be set forth in the notice of the next meeting of shareholders for
the election of directors the by-law so adopted, amended or
repealed, together with a concise statement of the changes made.
By-Laws J
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