UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Shoe Krazy, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0877741
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(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
222 Lakeview Avenue, Suite 160
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-5705
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 to be registered
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 Fax: (561) 659-5371
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PART I
Item 1. Description of Business
Business Development
Shoe Krazy, Inc. (the "Company") was organized on October 17, 1994,
under the laws of the State of Florida, having the stated purpose of engaging in
any lawful activities. The Company was formed with the contemplated purpose to
engage in investment and business development operations related to the sale of
shoes and other foot products. The primary area of sales was to be in Florida,
but was never brought to the development stage. After development of a business
plan and efforts to develop the business failed all efforts were abandoned in
1995.
The Company never engaged in an active trade or business throughout the
period from 1995, until just recently. On November 23, 1998, all of the issued
and outstanding shares of the common stock of the Company were acquired from its
then sole shareholder by a representative of the current shareholders. The total
of 600,000 shares was distributed 24,000 shares to each of twenty-five (25)
shareholders. In addition, the Company received gross proceeds in the amount of
$50,000 from the sale of a total of 1,000,000 shares of common stock, $.0001 par
value per share (the "Common Stock"), in an offering conducted pursuant to
Section 3(b) and 4(2) of the Securities Act of 1933, as amended (the "Act"), and
Rules 505 and 506 of Regulation D promulgated thereunder. This offering was made
in the State of Georgia and the State of Florida. The Company undertook the
offering of shares of Common Stock on December 1, 1998.
The Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation, its principal business purpose is to locate
and consummate a merger or acquisition with a private entity. Because of the
Company's current status of having limited assets and no recent operating
history, in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Company.
On December 1, 1998, the Company also determined it should become active
in seeking potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business as a potential business
combination candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial statements. The
Company intends to continue to voluntarily file these
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periodic reports under the Exchange Act even if its obligation to file such
reports is suspended under applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 222 Lakeview
Avenue, Suite 160, West Palm Beach, FL 33401 and its telephone number is (561)
832-5705.
Business of Issuer
The Company has no recent operating history and no representation is
made, nor is any intended, that the Company will be able to carry on future
business activities successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an operating business,
business opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially
acquire or merge with one or more businesses or business opportunities. The
Company currently has no commitment or arrangement, written or oral, to
participate in any business opportunity and management cannot predict the nature
of any potential business opportunity it may ultimately consider. Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Company will most likely have to rely on
outside sources, not otherwise associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or merger. To date, the Company has not engaged nor entered into any definitive
agreements nor understandings regarding retention of any consultant to assist
the Company in its search for business opportunities, nor is management
presently in a position to actively seek or retain any prospective consultants
for these purposes.
The Company does not intend to restrict its search to specific kinds of
industry or business. The Company may investigate and acquire a venture that is
in its preliminary or development stage, is already in operation, or in various
stages of corporate existence and development. Management
<PAGE>
cannot predict at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional capital or
merely desire to have its shares publicly traded. The most likely scenario for a
possible business arrangement would involve the acquisition of, or merger with,
an operating business that does not need additional capital, but which merely
desires to establish a public trading market for its shares. Management believes
that the Company could provide a potential public vehicle for a private entity
interested in becoming a publicly held corporation without the time and expense
typically associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities. However, because of the Company's limited
capital it may not have the necessary funds for a complete and exhaustive
investigation of any particular opportunity.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or
<PAGE>
consolidation. The Company may act directly or indirectly through an interest in
a partnership, corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the purchase of minority
stock positions.
Because of the Company's current status and recent inactive status for
the prior three (3) years, and its concomitant lack of assets or relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution of the Company's
existing shareholders. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and corresponding relative
bargaining power of the parties. However, management will endeavor to negotiate
the best possible terms for the benefit of the Company's shareholders as the
case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management does
not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's Regulation D or other rule, or provision for exemption, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition. Although not presently anticipated by management, there is a remote
possibility that the Company might sell its securities to its management or
affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed at that
time. A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Management has not actively undertaken a
search for, nor retention of, any finder's fee arrangement with any person. It
is
<PAGE>
possible that a potential merger or acquisition candidate would have its own
finder's fee arrangement, or other similar business brokerage or investment
banking arrangement, whereupon the terms may be governed by a pre-existing
contract; in such case, the Company may be limited in its ability to affect the
terms of compensation, but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the affiliate in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any affiliates of the Company have an interest.
Any such related party transaction, however remote, would be submitted for
approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. None of the Company's manager's, directors, or other
affiliated parties have had any contact, discussions, or other understandings
regarding any particular business opportunity at this time, regardless of any
potential conflict of interest issues. Accordingly, the potential conflict of
interest is merely a remote theoretical possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Company will seek to have the transaction
ratified by shareholders in the appropriate manner. Most likely, this would
require a general or special shareholder's meeting called for such purpose,
wherein all shareholder's would be entitled to vote in person or by proxy. In
the notice of such shareholder's meeting and proxy statement, the Company will
provide shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
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warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business
offices located in West Palm Beach, Florida. Although the Company has no written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an acquisition or merger transaction may be completed,
the Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to part F/S of this Form
10-SB for a report of the Company's operating history for the past two fiscal
years.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1995.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid for by
a shareholder and a consultant of the Company, specifically Rodney Delaney Ford
and Mark A. Mintmire (see Item 4, Security Ownership of Certain Beneficial
Owners and Management-Rodney Delaney Ford is the controlling shareholder). It is
anticipated that the Company will require only nominal capital to maintain the
corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholders or its officers and
directors in the immediate future. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
<PAGE>
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the
Company as of January 15, 1999, with respect to each person known by the Company
to own beneficially more than 5% of the Company's outstanding common stock, each
director of the Company and all directors and officers of the Company as a
group. <TABLE> <CAPTION>
<S> <C> <C>
Name of Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Rodney Delaney Ford 500,000 23.8%
1440 Druid Valley Way
Atlanta, GA 33024
Mark A. Mintmire -0- -0-
1506 Briarhill Lane, N.E.
Atlanta, GA 30324
All Executive Officers and
Directors
as a Group (one person)
500,000 23.8%
</TABLE>
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.
The directors and executive officers of the Company and their respective
ages are as follows:
Name Age Position
Rodney Delaney Ford 28 Director, President,
Secretary and Treasurer
Mark A. Mintmire 28 Director
All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of each of the persons listed above during the
past five years is as follows:
Rodney Delaney Ford has been President, Secretary, Treasurer and a
director of the Company since November 28, 1998. For the time period from April
1997 to the present Mr. Ford has been employed by the Atlanta Public Schools,
Atlanta, Georgia as a Graduate Research Assistant, interacting with the public,
vendors, school faculty and staff to provide assistance. For the time period
from March 1995 to April 1997 Mr. Ford was employed by Pathway Agency, Atlanta,
Georgia as a case manager, handling cases with families suffering from alcohol
and drug addiction. For the time period from August 1993 to February 1995 Mr.
Ford was employed by Gasaway Home Repair, Marietta, Georgia, performing general
carpentry work. Mr. Ford is also currently studying for his Masters Degree of
Arts in Political Science at Georgia State University in Atlanta and performing
part-time consulting work for various business entities in Atlanta.
Mark A. Mintmire has been a director of the Company since November 28,
1998. For the time period from October 1997 to November 1998 Mr. Mintmire served
as a consultant/analyst for Modern Computer Systems, Inc., an OTC:BB company
developing computer designed products. For the time
<PAGE>
period from September 1996 to the present Mr. Mintmire has served as a financial
consultant to GC International, Inc., a restaurant company based in Atlanta,
Georgia. For the time period from April 1992 to August 1998 Mr. Mintmire was the
Owner/Manager of The Highlander, a restaurant located in Atlanta, Georgia. Mr.
Mintmire is a 1997 graduate of Georgia State University, Atlanta, Georgia (B.A.
Finance) and in 1998 received his MBA degree in Finance from the same
University. Mr. Mintmire has also served as a financial consultant for other
private and public companies.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Mr.Ford and Mr. Mintmire
comprising all of the Company's executive officers, directors and greater than
10% beneficial owners of its common Stock, have complied with Section 16(a)
filing requirements applicable to them during the Company's most recent fiscal
year.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees for the years ended 1997 and 1998, nor at any time during
1999. Further, the Company has not entered into an employment agreement with any
of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
Item 7. Certain Relationships and Related Transactions
On December 1, 1998, the Company issued and sold 500,000 shares of the
Common Stock to Mr. Ford, the President, Secretary and Treasurer of the Company
and record and beneficial owner of approximately 23.8% of the Company's
outstanding Common Stock, in consideration and exchange therefore for services
valued at $12,500 in connection with the organization of the Company.
During the Company's last two fiscal years, there have not been any
other transactions between the Company and any officer, director, nominee for
election as director, or any shareholder owning greater than five percent (5%)
of the Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
<PAGE>
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock, no
par value, of which 2,100,000 shares are issued and outstanding as of the date
hereof. All shares of common stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each shares of Common stock entitles
the holder thereof to (i) one non-cumulative vote for each share held of record
on all matters submitted to a vote of the stockholders; (ii) to participate
equally and to receive any and all such dividends as may be declared by the
Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares of common stock or any other securities. The
common stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock,
none of which is issued and outstanding. The specific terms, conditions,
limitations and preferences for the preferred shares may be determined by the
Board of Directors without shareholder approval.
Part II
Item 1. Market For Common Equity and Other Shareholder Matters.
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make application to the
NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
application to the NASD will be made during the commission comment period for
this Form 10-SB. The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as required by
Rule 15c211 of the Securities Exchange Act of 1934, as amended. Inclusion on the
OTC Bulletin Board permits price quotation for the Company's shares to be
published by such service.
The Company is not aware of any existing trading market for its common
stock. The Company's common stock has never traded in a public market.
If and when the Company's common stock is traded in the over-the-counter
market, most likely the shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the
Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is
<PAGE>
considered to be a penny stock unless that security is: registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of January 15, 1999, there were 26 holders of record of the Company's
common stock.
As of the date hereof, the Company has issued and outstanding 2,100,000
shares of common stock. Of this total, 600,000 shares were originally issued in
transactions more than four years ago. Such shares may be sold or otherwise
transferred without restriction pursuant to the terms of rule 144 ("Rule 144")
of the Securities Act of 1933, as amended (the "Act"), unless held by an
affiliate or controlling shareholder of the Company. Of these shares, the
Company has not identified any shares as being held by affiliates of the
Company. The remaining 1,500,000 shares were issued subject to Rule 144 and may
not be sold and/or transferred without further registration under the Act or
pursuant to an applicable exemption..
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Item 2. Legal Proceedings
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened. The Company was inactive from 1995 through the date of this
Form 10-SB.
<PAGE>
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
On November 23, 1998, all of the issued and outstanding shares of the
common stock of the Company were acquired from its then sole shareholder by a
representative of the current shareholders. The total of 600,000 shares was
distributed 24,000 shares to each of twenty-five (25) shareholders. The Company
received gross proceeds in the amount of $50,000 from the sale of a total of
1,000,000 shares of common stock, $.0001 per value per share (the "Common
Stock"), in an offering conducted pursuant to Section 3(b) and 4(2) of the
Securities Act of 1933, as amended (the "Act"), and Rules 505 and 506 of
Regulation D promulgated thereunder. These offering were made in the State of
Georgia and the State of Florida. The Company undertook the offering of shares
of Common Stock on December 1, 1998.
Item 5. Indemnification of Directors and Officers
The Company has not made any provision for the indemnification of its
officers or directors. The Articles of Incorporation and by-laws do not have any
provisions for indemnification. Neither the Company's Articles of Incorporation
nor by-laws makes provisions for the purchase of liability insurance on behalf
of it officers or directors. The Company does not maintain any such liability
insurance.
Transfer Agent
The Company is serving as its own transfer agent until it becomes
eligible for quotation with NASD.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended December 15,
1998, has been examined to the extent indicated in their reports by Dorra, Shaw,
& Dugan, independent certified accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are included herein,
starting on Page F-1 hereof, in response to Part F/S of this Form 10-SB.
<PAGE>
SHOE KRAZY, INC.
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditor's Report ...........................F-2
Balance Sheet ..........................................F-3
Statement of Operations and Accumulated Deficit.........F-4
Statement of Cash Flows ................................F-5
Notes to Financial Statements ..........................F-6
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Shoe Krazy, Inc.
Palm Beach, Florida
We have audited the accompanying balance sheet of Shoe Krazy, Inc. (a Florida
Corporation) and (a development stage company) as of December 15, 1998, and the
related statements of operations, accumulated deficit and cash flows for the
period December 1, 1998 (date of inception to December 15, 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 statement 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 have been prepared assuming that the
Company will continue as a going consern. As shown in the financial statement,
the Company has incurre net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statement do not include any adjustments that
might result from the out come of this uncertainty.
/s/ Dorra Shaw & Dugan
Certified Public Accountants
January 15, 1999
F-2
<PAGE>
<TABLE>
<CAPTION>
SHOE KRAZY, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 15, 1998
<S> <C> <C>
ASSETS
Current Assets: Cash $ 50,000
TOTAL CURRENT ASSETS: 50,000
$ 50,000
------
LIABILITIES
Current Liabilities Accrued Expenses $ 8,200
TOTAL CURRENT LIABILITIES: 8,200
$ 8,200
_____
STOCKHOLDERS' EQUITY Common stock - $.0001 par value
50,000,000 share authorized
2,100,000 shares issued and outstanding 210
Additional paid in capital 63,290
Accumulated (deficit) (21,700)
TOTAL STOCKHOLDERS' EQUITY 41,800
_______
$ 50,000
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
SHOE KRAZY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE PERIOD DECEMBER 1, 1998 (DATE OF INCEPTION) TO DECEMBER 15, 1998
- ------------------------------------------------------------------------
<S> <C> <C>
REVENUES $ -
- ------------------------------------------------------------------------
Operating Expenses:
Professional fees 19,500
Taxes and licenses 1,200 20,700
- -------------------------------------------------------------------------
Loss before income taxes (20,700)
Income taxes -
- -------------------------------------------------------------------------
Net loss (20,700)
Accumulated deficit- December 1, 1998 (1,000)
- -------------------------------------------------------------------------
Accumulated deficit- December 15, 1998 $ (21,000)
=========================================================================
Net loss per share $ (0.01)
=========================================================================
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
SHOE KRAZY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD DECEMBER 1, 1998 (DATE OF INCEPTION) TO DECEMBER 15, 1998
- ------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVIES:
Net loss $ (20,700)
Adjustments to reconcile net loss
to net cash used by operating
activites: Increase (decrease)in:
Accrued expenses 8,200
- ------------------------------------------------------------------------
FINANCING ACTIVIES:
Issuance of Common Stock 62,500
- ------------------------------------------------------------------------
Net cash provided by finanicing activities 62,500
- ------------------------------------------------------------------------
Net increase in cash 50,000
- ------------------------------------------------------------------------
Cash - December 15, 1998 $ 50,000
========================================================================
</TABLE>
F-5
<PAGE>
Shoe Krazy, Inc.
Notes to Financial Statements
December 15, 1998
Note A - Summary of Significant Accounting Policies:
Organization
Shoe Krazy, Inc. (a development stage company) is a Florida Corporation
organized October 17, 1994 to operate a retail shoe and foot products company.
The Company failed in its attempt to implement its initial business plan and
during December 1995 abandoned its efforts. The Company had no operations for
the period prior to December 1995. The Company was inactive from December 1995
to the date of reinstatement by the State of Florida on December 1, 1998.
The Company has a new business plan, which was adopted on or about December 1,
1998, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
On November 1, 1994, the Company issued 600,000 shares of common stock, in lieu
of cash, for the fair market value of services rendered by its initial officer
stockholder. On or about December 1, 1998, third parties purchased the shares
from the initial officer - stockholder. The same third parties purchased at
$0.05 per share, 1,000,000 shares of the common stock of the Company in a
private placement pursuant to Regulation D of the SEC. On or about December 1,
1998, the Company issued 500,000 shares of its common stock to its sole officer
in exchange for services valued at $12,500.
F-6
<PAGE>
Shoe Krazy, Inc.
Notes to Financial Statements
December 15, 1998
Note B - Stockholders' Equity (Cont'd):
At December 15, 1998, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 2,100,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock is issued and
outstanding.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $20,700 that may be offset
against future taxable income. If not used, the carry forward will expire in
2013.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through December
15, 1998. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Currently management is
committed to obtain additional capital.
F-7
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
2(i) Articles of Incorporation and all amendments pertaining thereto
2(ii) By-laws
Item 2. Description of Exhibits
See Item 1 above.
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
SHOE KRAZY, INC.
(Registrant)
Date: January 15, 1999 BY:___/s/RODNEY D. FORD__
Rodney Delaney Ford,
President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
January 15, 1999 BY:_/s/RODNEY D. FORD____ Director, President,
Rodney Delaney Ford Secretary, Treasurer
January 15, 1999 BY:_/s/MARK A. MINTMIRE___ Director
Mark A. Mintmire
EXHIBIT 3(i).1
ARTICLES OF INCORPORATION
OF
SHOE KRAZY, INC.
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall beSHOE KRAZY, INC. The
principal place of business of this corporation shall be 265 Sunrise Avenue,
Suite 204, Palm Beach, Florida 33408.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful
activities or business permitted under the laws of the United States, the State
of Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 1,000,000 shares of common
stock having a par value of $.0001 per share.
ARTICLE IV. ADDRESS
The street address of the initial registered office of the
corporation shall be 265 Sunrise Avenue, Suite 204, Palm Beach, Florida 33480,
and the name of the registered agent of the corporation at that address is
Donald F. Mintmire.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
This corporation shall have no Directors, initially. The affairs
of the Corporation will be managed by the shareholders until such time Directors
are designated as provided by the Bylaws.
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator to these
Articles of Incorporation is:
Donald F. Mintmire, P.A.
265 Sunrise Avenue
Suite 204
Palm Beach, Florida 33480
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal on this 12th day of October, 1994.
/s/ DONALD F. MINTMIRE
--------------------------------
Donald F. Mintmire
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 12th day
of October, 1994, by DONALD F. MINTMIRE, who is personally known to me, and who
(did/did not) take an oath.
/s/ CYNTHIA K. SUTHERLAND
--------------------------------
Notary Public
Donald F. Mintmire having been designated to act as Registered
Agent hereby agrees to act in this capacity.
/s/ DONALD F. MINTMIRE
--------------------------------
Donald F. Mintmire
EXHIBIT 3(i).2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SHOE KRAZY, INC.
(Present Name)
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added
or deleted)
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 1,000,000 shares of common
stock having a par value of $.0001 per share.
To be changed to read as follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 shares of common
stock having a par value of $.0001 per share; and 10,000,000 shares of preferred
stock, with the specific terms, conditions, limitations, and preferences to be
determined by the Board of Directors without shareholder approval.
Add:
ARTICLE VII. SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER
OF DISSENTERS RIGHTS
The Board of Directors shall be and are hereby authorized to enter into
on behalf of the corporation and to bind the corporation without shareholder
approval, any and all acts approving (a) the terms and conditions of a merger
and/or a share exchange; and (b) divisions, combinations and/or splits of shares
of any class or series of stock of the corporation, whether issued or unissued,
with or without any change in the number of authorized shares; and shareholders
affected thereby, shall not be entitled to dissenters rights with respect
thereto under any applicable statutory dissenters rights provisions.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as
follows:
EXHIBIT 3(ii).1
BY-LAWS
OF
SHOE KRAZY, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Florida shall be
located in the City of Palm Beach. The Corporation may have such other offices,
either within or without the State of Florida, as the business of the
Corporation may require from time to time.
The Registered Office of the Corporation may be, but need not be,
identical with its principal office in the State of Florida and the address of
the Registered Office may be changed from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be
held in the month of July of each year, beginning with the year 1998 on such
date, at such time and place as the Board of Directors shall determine for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders to be held as soon thereafter as may be convenient.
SECTION 2. SPECIAL MEETING. Special meetings of the shareholders may be
called by the President, by the Board of Directors or any member thereof, or by
the holders of not less than one-fifth (1/5) of the voting power of all
shareholders of the Corporation.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place within or without the State of Florida as the place of meeting for any
annual meeting, or any place either within or without the State of Florida as
the place of meeting for any special meeting called by the Board of Directors.
A waiver of notice signed before or after the meeting by all
shareholders may designate any place, either within or without the State of
Florida as the place for the holding of such meeting. If no such designation is
made, or if a special meeting is called by any person other than the Board of
Directors, the place of meeting shall be the principal office of the Corporation
in the State of Florida, except as otherwise provided in Section 5 of this
Article.
SECTION 4. NOTICE OF MEETINGS AND WAIVER. Written or printed notice
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, or the Secretary, or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope
addressed to the shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Notice of any shareholders' meeting
may be waived in writing by any shareholder at any time before or after the
meeting.
SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet
<PAGE>
at any time and place, either within or without the State of Florida, and
consent to the holding of a meeting, such meeting shall be valid without call or
notice, and at such meeting any corporate action may be taken.
SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board
of Directors of the Corporation may close its stock transfer books for a period
not exceeding sixty (60) (but, if closed, for not less than ten (10)) days prior
to the date of any meeting of shareholders, or the date for the payment of any
dividend or for the allotment of rights, or the date when any exchange or
reclassification of shares shall be effective; or in lieu thereof, may fix in
advance a date, not exceeding sixty (60) and not less than ten (10) days prior
to the date of any meeting of shareholders, or to the date for the payment of
any dividend or for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date for the
determination of shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any exchange or reclassification of shares; and the shareholders of record on
such date shall be the shareholders entitled to notice of and to vote at, such
meeting, or to receive payment of such dividend or to receive such allotment of
rights, or to exercise such rights, in the event of an exchange or
reclassification of shares, as the case may be. If the transfer books are not
closed and no record date is fixed by the Board of Directors, the date on which
notice of the meeting is mailed shall be deemed to be the record date for the
determination of shareholders entitled to vote at such meeting. Transferees of
shares which are transferred after the record date shall not be entitled to
notice of or to vote at such meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address and the number of shares held by each shareholder, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
office of the Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting. The original share
ledger or stock transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or stock transfer book or to vote at any meeting of
shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy, and such proxy may be withdrawn at any time.
SECTION 10. VOTING OF SHARES. Each outstanding share of Common Stock
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
<PAGE>
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the joint names of four (4) or more fiduciaries shall
be voted in the manner determined by the majority of such fiduciaries, unless
the instrument or order appointing such fiduciaries otherwise directs.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares (except that if the right to vote be expressly given in writing to the
pledgee and notice thereof delivered to the Corporation in writing by the
pledgee, the shareholder shall not have the right to vote the shares so pledged)
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
SECTION 13. ADJOURNMENTS. If a meeting is adjourned to another time or
place, notice of the adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. The
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days or a new
record is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the meeting.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS AND EXECUTIVE COMMITTEE. The business and
affairs of the Corporation shall be managed by its Board of Directors, which
shall consist of not less than one (1) nor more than nine (9). The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
two (2) or more of its number to constitute an Executive Committee, who, to the
extent provided in the resolution, shall have and exercise the authority of the
Board of Directors in the management of the Corporation.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution passed by the Board or by the shareholders (any such
resolution of either the Board of Directors or shareholders being subject to any
later resolution by either of them) but in no event shall such number be less
than one. No resolution shall have the effect of shortening the term of any
incumbent director. Directors shall be elected at the annual meeting of
shareholders and shall continue in office until their successors shall have been
elected and qualified. Directors need not be residents of Florida nor need they
be the holder of any shares of the capital stock of the Corporation.
<PAGE>
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Florida, for holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President
or any two (2) directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Florida, as the place for holding any special meeting of the Board
of Directors called by them.
SECTION 5. NOTICE. Written notice of any special meeting shall be given
to each director at least two (2) days before the meeting, either by personal
delivery or by mail, telegram or cablegram. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, and a waiver of any and all objections to the place
of meeting, the time of meeting, or the manner in which it was called or
convened, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver or notice of such a meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by or in
the manner prescribed in the By-Laws of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, provided, that if less than a majority of the directors are present
at that meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of the Directors of a corporation or any action which may be taken
at such meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all directors and such consent
shall have the same effect as a unanimous vote.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors or
in a directorship to be filled by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office or until the next succeeding annual meeting of
shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of the directors by the
shareholders.
SECTION 10. COMPENSATION. Directors, as such, shall not receive any
stated salaries for their services, but by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; provided, that
nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 11. REMOVAL. At a meeting or shareholders called expressly for
that purpose, directors may be removed, with or without cause, by a vote of the
majority of the shares then entitled to vote at an election of directors.
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1. CLASSES. The officers of the Corporation shall be a
President, a Treasurer, and a Secretary, and such other officers and assistant
officers as from time to time may be deemed necessary by the Board of Directors
and elected in accordance with the provisions of this Article. Any two (2) or
more offices may be held by the same person, except that the offices of
President and Secretary may not be held by the same person if there is more than
one shareholder. The failure to elect a President, Secretary or Treasurer shall
not affect the existence of this Corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death, his resignation or his removal from office in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT. In the absence of the President or in the
event of his inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION 7. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Article V
<PAGE>
of these By-Laws; and (c) in general perform all the duties as from time to time
may be assigned to him by the President or the Board of Directors.
SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under this seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) sign with the President, or Vice President, certificates
for shares for the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors; (g) have personal charge of the stock
transfer books of the Corporation; and (h) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Secretaries, as and if
authorized by the Board of Directors, may sign with the President or Vice
President certificates for shares of the Corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Treasurers and Assistant Secretaries in general shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, respectively, or by the
President or the Board of Directors.
SECTION 10. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECK AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instruments in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents, of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
<PAGE>
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and shall be
sealed with the seal of the Corporation. All certificates for shares shall be
consecutively numbered. The name of the persons owning the shares represented
thereby with the number of shares and date of issue shall be entered on the
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only by the registered holder thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
share. The person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the resolution
of the Board of Directors.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon appropriate wording.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these By-Laws, or under the provisions of the Articles of
Incorporation, or under the provisions of the corporation laws of the State of
Florida, waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
<PAGE>
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the power and authority to alter,
amend or rescind the By-Laws of the Corporation at any regular or special
meeting at which a quorum is present by a vote of a majority or the whole Board
of Directors, subject to the power of the shareholders to change or repeal such
ByLaws at any annual or special meeting of shareholders at which a quorum is
present, by a vote of a majority of the stock represented at such meeting,
provided, that the notice of such meeting shall have included notice of any
proposed alteration, amendment or rescission.
I certify that these are the By-Laws adopted by the Board of Directors
of the Corporation.
/s/ RODNEY FORD
-----------------------------
Rodney Ford, Secretary
Dated: November 30, 1998
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