UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Yankee Dynamo Steel, Inc.
- - -----------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 88-0408142
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11 Woodlawn Terrace, Huntington, Connecticut 06484
- - -------------------------------------------- ------------------------
(Address of principal executive offices) (zip code)
Issuer's telephone number: (203) 929-2892
----------------
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
- - ---------------------------------- ------------------------------------
- - ---------------------------------- ------------------------------------
Securities to be registered under section 12(g) of the Act:
Common Stock, $.001 par value per share, 25,000,000 shares authorized, 5,546,050
issued and outstanding as of April 15, 1999.
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<CAPTION>
<S> <C>
Part I ................................................................................................3
Item 1. Description of Business............................................3
Item 2. Management's Discussion and Analysis or Plan of
Operation .........................................................8
Item 3. Description of Property............................................9
Item 4. Security Ownership of Management and Others and
Certain Security Holders .........................................10
Item 5. Directors, Executives, Officers and Significant
Employees.........................................................11
Item 6. Executive Compensation............................................12
Item 7. Certain Relationships and Related Transactions....................12
Part II ..............................................................................................14
Item 1. Legal Proceedings.................................................14
Item 2. Market for Common Equity and Related Stockholder Matters..........14
Item 3. Recent Sales of Unregistered Securities...........................15
Item 4. Description of Securities.........................................15
Item 5. Indemnification of Directors and Officers.........................16
Part F/S .............................................................................................18
Item 1. Financial Statements..............................................18
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure...............................18
Part III .............................................................................................19
Item 1. Index to Exhibits.................................................19
Item 2. Description of Exhibits...........................................22
</TABLE>
<PAGE>
Part I
Item 1. Description of Business
A. Business Development and Summary
Yankee Dynamo Steel, Inc., hereinafter referred to as "Yankee Dynamo",
the "Company" or "YDSI, was organized by the filing of articles of incorporation
with the Secretary of State of the State of Nevada on November 2, 1998. The
previous name of the company was Ukraine Business Corporation. The name of
the Company was changed to Yankee Dynamo Steel, Inc. on _______________,
199__. Except for the change of name, no other changes or amendments were
made to the Company. Any references to Ukraine Business Corporation should
reflect this change of name. The articles of the Company authorized the
issuance of twenty five million (25,000,000) shares of Common Stock at a par
value of $0.001 per share.
YDSI is a development stage company with a principal business objective
of exporting steel products, acquiring vertically and horizontally integrated
steel production operations in Ukraine, and to form strategic alliances with
producers of a wide variety of steel mill products for expanded export
operations. The Company intends to concentrate on the export of steel products,
such as billets, slabs, plates, hot-rolled and cold-rolled sheets and wire for
sale principally to the construction, automotive, machinery, service
center, transportation, and container markets.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
The Company purchased a steel brokerage business and the
management team of Uglefrtprom, Ltd. on February 25, 1999. In
effect, the acquisition serves to have in place an experienced steel
trading team, who in 1997 was responsible for the export of steel
products from Ukraine.
The Asset Purchase Agreement ("Agreement") was between Ukraine Business
Corporation, David H. Beatty and Paul M. Waters, currently President and
Vice-President of Operations, respectively, of the Company. Beatty and
Waters were the owner of shares of Open JSC "Chistye Metaly" Pure Metals
Company of Svetlovedsk, a Ukranian corporation, as well as all of the issued
and outstanding shares of Uglefrtprom, Ltd., a Bahamas corporation.
The terms of the Agreement was the transfer of all of the stock owned in these
two corporations by Messrs. Beatty and Waters to the company in consideration
for 3,000,000 shares of the company. Subsequently, Messrs. Beatty and Waters
transferred collectively 133,333 shares to nonaffiliated, non-control
individuals or entities.
The purchase of shares of Chistye Metaly was incidental to the purchase of
shares of Uglefrtprom, Ltd. Chistye Metaly is a Ukrainian company of which
Messrs. Beatty and Waters own approximately six percent (6%), and is the only
other entity located in Ukraine in which said individuals own an interest
involving Ukrainian industry. The shares have undetermined value, and such
value may be minimal. The reason for including the stock in the Agreement
was to insure that Beatty and Waters had no conflicts of interest in
Ukrainian companies, and they would devote substantial majority of their
attention to the Company.
(2) Distribution Methods of the Products or Services
The Company plans to market and sell steel products to customers in
domestic and foreign markets. The Company intends to concentrate on the
distribution of cold-rolled and hot-rolled carbon steel primarily for sale to
the automotive, appliance, construction, and manufacturing markets. The
Company will determine prices based on competitive factors, anticipated
costs, desired volume and weight, and other considerations. The Company
believes that it will generally offer prices that are competitive with (or
lower than) prices offered by its principal competitors for comparable
products.
The Company's marketing efforts will be principally directed toward
those customers who require on-time delivery, technical support, and the highest
quality coated and cold-rolled products. The Company believes that enhanced
service quality and delivery capabilities, and an emphasis on customer technical
support and product planning are critical factors in its ability to serve this
segment of the market. The Company believes that its customers are most
effectively reached by a sales force and, accordingly, does not intend to
engage in mass media advertising. The Company's sales force will be
responsible for selling the Company's products. In addition, senior
management will take an active role in marketing the Company's products and
services to major accounts.
(4) Industry Background
The steel industry is cyclical and highly competitive, and affected
by excess world capacity, which has restricted price increases during
periods of economic growth and led to price decreases during economic
contraction. In addition, the steel industry faces competition from
producers of materials such as aluminum, cement, composites, glass, plastics
and wood in many markets.
Steel imports to the United States accounted for an estimated 24%, 23%,
and 21% of the domestic steel market in the first eleven months of 1997, and for
the years 1996 and 1995, respectively. Steel imports of hot-rolled,
cold-rolled, and galvanized sheets, as a percentage of total finished
imports, increased 4% in the first eleven months of 1997, compared to the
same period in 1996. The domestic steel industry has, in the past, been
adversely affected by imports, and higher quantities of imported steel
may have a positive effect on the Company's product prices, shipment levels
and results of operations. Foreign competitors typically have lower labor
costs, and are often owned, controlled or subsidized by their governments,
allowing their production and pricing decisions
to be influenced by political and economic policy considerations as well as
prevailing market conditions. Increases in the levels of production of steel
could adversely affect future market prices and demand levels for steel.
Ukraine Regional Economic Overview
From 1989 through 1993, the breakup of the former Soviet Union (FSU)
was taking place throughout Eastern Europe and the European USSR. Ukraine,
formerly known as the Ukrainian Soviet Socialist Republic declared its
independence on August 24, 1991. Coincidental with the political collapse of the
Communist government have come sweeping economic changes, specifically, the
immediate, methodical and ongoing privatization of formerly owned state
industries. Since 1992, over 48,000 businesses have been sold to private buyers.
Fully 50% of Ukraine's Gross Domestic Product (GDP) is now produced by the
private sector.
(5) Raw Materials and Suppliers
The Company is a distributor that exports and sells steel products
manufactured using raw materials acquired in the open market from multiple
sources through competitively bid contracts. The principal raw materials and
commodities required by steel manufacturers in their operations are coal, iron
ore, electricity, natural gas, oxygen, scrap metal, limestone, and other
commodity materials. Adequate sources of supply exist for all raw materials
required by steel producers.
(6) Customers
The Company plans to market and sell steel products to customers in
domestic and foreign markets. The Company intends to concentrate on the
distribution of cold-rolled and hot-rolled carbon steel primarily for sale to
the automotive, appliance, construction, and manufacturing markets. The
Company will determine prices based on competitive factors, anticipated
costs, desired volume and weight, and other considerations.
The Company's marketing efforts will be principally directed toward
those customers who require on-time delivery, technical support, and quality
products. The Company believes that its customers are most
effectively reached by a direct sales force and, accordingly, does not intend to
engage in mass media advertising. The Company's sales force will be responsible
for selling the Company's products. In addition, senior management will
take an active role in marketing the Company's products and services to major
accounts.
Presently the company has no sales or sales representatives. Messrs.
Beatty and Waters have experience in the sale of steel products to European
countries and other areas of the world. It is anticipated that in the near
term, Messrs. Beatty and Waters will constitute the sales team of the company.
However, as sales increase, it is anticipated that additional sales
representatives will be hired by the company to facilitate further sales.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company does not currently own any patents, trademarks, licenses,
franchises or concessions or royalty agreements. Further, it is unlikely that
the Company's business will rely to any significant extent upon any of the
above-mentioned types of intellectual property.
Further, the Company currently does not have any labor contracts in
place, nor is the Company currently negotiating or contemplating any labor
contracts.
(8) Regulation
In 1996, action by steel producers in Russia, Ukraine, South Africa,
and China prompted certain United States steel producers to file anti-dumping
actions with the International Trade Commission against those nations. Those
actions charged that steel plate is unfairly being delivered to U.S. ports at
prices less than the cost to produce those products. On December 2, 1997, the
International Trade Commission ruled in favor of the petitioners by a unanimous
vote and limited the amount of foreign steel plate that could be shipped into
the United States from those countries. In addition, the ruling regulated the
prices of foreign steel plate from those countries. The Company is unable to
reach a conclusion regarding the potential effects of this decision on the
Company.
Various United States federal, state, and local laws and regulations
relating to the protection of the environment include the Clean Air Act (the
act, as amended by the 1990 amendments, the "CAA"), with respect to air
emissions, the Clean Water Act ("C.A.") with respect to water discharges,
the Resource Conservation and Recovery Act ("RARA") with respect to solid
and hazardous waste treatment, storage and disposal, and the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCA")
with respect to releases and rededication of hazardous substances. These laws
are constantly evolving and becoming increasingly stringent. The ultimate
impact of complying with existing laws and regulations is not always clearly
known or determinable due in part to the fact that certain implementing
regulations for laws such as RARA and the CAA have not yet been promulgated
or in certain instances are undergoing revision. These environmental laws and
regulations, particularly the CAA, could result in substantially increased
capital, operating and compliance costs.
(9) Effect of Existing or Probable Government Regulations
The Company and the suppliers of the Company's steel products may incur
substantial capital, operating and maintenance, and rededication expenditures
as a result of environmental laws and regulations. These expenditures may be
mainly for process changes in order to meet CAA obligations, although
ongoing compliance costs could also be significant. To the extent these
expenditures, as with all costs, are not ultimately reflected in the
prices of the Company's products and services, operating results could be
adversely affected.
(10) Research and Development Activities
The Company has yet to incur any research and development costs from
November 2, 1998 (date of inception) through February 25, 1999. In addition, the
Company does not plan to incur any material research and development expenses
during the fiscal and calendar year ending December 31, 1999, with respect to
its current and future products.
(11) Impact of Environmental Laws
The Company's businesses are subject to numerous foreign and domestic
federal, state, and local laws and regulations relating to the storage,
handling, emission, and discharge of environmentally sensitive materials. The
Company believes that its major integrated steel competitors are confronted by
substantially similar conditions and thus does not believe that its relative
position with regard to such other competitors is materially affected by the
impact of environmental laws and regulations. However, the costs and operating
restrictions necessary for compliance with environmental laws and regulations
may have an adverse effect on the Company's competitive position with regard to
mini-mills and other steel producers and producers of materials which compete
with steel, which may not be required to undertake equivalent costs in their
operations.
(12) Employees
The Company presently has three (3) full time employees. The
Company's employees are currently not represented by a collective bargaining
agreement, and the Company believes that its relations with its employees are
good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately three and one half month operating period ended
February 25, 1999, the Company incurred a net loss of $46,530 for selling,
general and administrative expenses related to start-up operations. It has yet
to receive any revenues from operations. On November 3, 1998, founding
shareholders purchased 2,180,000 shares of the Company's authorized treasury
stock for cash. Additionally, on January 8, 1999, the Company completed an
offering of two hundred forty six thousand and fifty (246,050) shares of the
Common Stock of the Company to approximately forty-two (42) unaffiliated
shareholders. This offering was made in reliance upon an exemption from the
registration provisions of Section 4(2) of the Securities Act of 1933 (the
"Act"), as amended, pursuant to Regulation D, Rule 504 of the Act. Additionally,
on April 1, 1999, the Company completed an offering of twenty thousand (20,000)
shares of common stock of the Company to approximately one (1) unaffiliated
shareholder. This offering was made in reliance upon an exemption from the
registration provisions of Section 4(2) of the Securities Act of 1933, as
amended, pursuant to Regulation D, Rule 504 of the Act. In addition, on April 1,
1999, the Company completed an offering of one hundred thousand (100,000) shares
of common stock of the Company to the same one (1) unaffiliated shareholder.
This offering was made in reliance upon an exemption from the registration
provisions of Section 4(2) of the Securities Act of 1933, as amended, pursuant
to Regulation D, Rule 506, of the Act. As of the date of this filing, the
Company has five million five hundred forty six thousand and fifty (5,546,050)
shares of its $0.001 par value common voting stock issued and outstanding which
are held by approximately fifty-seven (57) shareholders of record. Management
fully anticipates that the proceeds from the sale of all of the Common Shares
sold in this offering delineated above will be sufficient to provide for the
Company's capital needs for the next approximately six (6) months.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future success will be largely
dependent on its ability to realize significant sales of the Company's products
and services during the fiscal year ending December 31, 2000. As such, the
Company has yet to incur any research and development costs from November 2,
1998 (date of inception) through February 25, 1999, and the Company does not
expect to incur any significant research and development expenses during the
fiscal year ending December 31, 1999.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management does not anticipate any significant changes in the number of its
employees.
B. Segment Data
As of February 25, 1999, no sales revenue has been generated by the
Company. Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's US headquarters are located at 11 Woodlawn Terrace,
Huntington, Connecticut 06484 USA. The office consists of approximately 300
square feet. In addition, the Company maintains an office in Kiev, Ukraine
consisting of approximately 600 square feet. These facilities are provided by an
officer and director of the Company at no cost to the Company.
There are currently no proposed programs for the renovation,
improvement or development of the properties currently utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding
the acquisition or sale of assets primarily for possible capital gain or
primarily for income. The Company does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with respect to
their respective shares.
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<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- - ----- --------------- -------- ----- -----
<S> <C> <C>
Common David H. Beatty (1) President, Director 1,433,334 25.84% (2)
Common Paul Max Waters III (1) VP Operations-Kiev 1,433,333 25.84% *(2)
Common Pennie Hoskins N/A 450,000 8.11%
Common Dr. Kenneth Koch N/A 450,000 8.11%
Common Dr. Thomas Koch, TTE N/A 400,000 7.21%
Common Mark DeStefano N/A 450,000 8.11%
Common Campbell Mello Associates, Inc. N/A 300,000 5.41%
Common All Executive Officers and 2,866,667 51.69%
Directors as a Group (2 Persons)
</TABLE>
(1) c/o Yankee Dynamo Steel, Inc., 11 Woodlawn Terrace, Huntington,
Connecticut 06484.
(2) Beatty and Waters transferred 133,333 shares to non-affiliated,
non-control persons or entities after the Asset Purchase
Agreement dated
February 25, 1999, was completed.
B. Persons Sharing Ownership of Control of Shares
No person other than David H. Beatty and Paul Max Waters, III owns or
shares the power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
Name Age Position
- - -------------------- --- ---------------------------------------------
David H. Beatty 42 President and Director
Paul Max Waters, III 55 Vice President of Operations-Kiev and Director
Louis Roman 51 Secretary and Director
B. Work Experience
David H. Beatty, President, Director - Mr. Beatty serves as President
and Director for Yankee Dynamo. Formerly, Mr. Beatty served as a Founder and CEO
for Five Star Food Service, as Vice President of Planning for Food Service
America, and Director of Financial Planning at Cadbury-Schweppes. Mr. Beatty has
been responsible for several corporate budgets and finance transactions
primarily involving these companies. He holds an MBA in Finance from the
University of Bridgeport and a BS in Economics from Washington College. Mr.
Beatty has worked in and with companies in Ukraine for the past 7 years.
Paul Max Waters, III, Vice President of Operations-Kiev, Director - Mr.
Waters has an extensive background in international marketing, management and
venture finance including the development and operation of businesses in Korea,
Japan, the Middle East, Belgium, Mexico and South America. At one time, Mr.
Waters acted as the exclusive real estate agent for the Saudi Royal Family. Mr.
Waters' diverse career included experience in international oil trading,
computer technology marketing and cellular telephony. Currently, Mr. Waters acts
as on-site liaison for TradeARBED, the third largest steel exporter in Ukraine.
Mr. Waters has been residing in Kiev since 1994.
Louis Roman, Secretary and Director - Mr. Roman has been the Senior
Managing Director of the Banking Division of Universal Credit Corporation, a
diversified equipment leasing company specializing in the development of
market niches within selected market areas. Previously, Mr. Roman was a
member of the original management and marketing team for Pitney Bowes
Corporation, managing their equipment leasing program and was also
vice-president of commercial lending for City Trust Bank, now known as Chase
Manhattan Bank of New York. Mr. Roman holds degrees from the University of
Bridgeport and the Business School at Harvard University.
C. Family Relationships
None - Not Applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No current or pending litigation, and no claims or counterclaims involving
the Company as a plaintiff or a defendant exist.
(2) No director, officer, significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.
(4) No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its
executive officers but expects to sign employment agreements with each in the
next approximately six (6) months. All executive officers of the Company prior
to March 15, 1999 did not draw a salary from the Company. Over the next twelve
months, however, each executive officer is expected to draw the following annual
compensation. The Company does not currently have a stock option plan.
<TABLE>
<CAPTION>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
-------------------- ------------------------- ------------
<S> <C> <C>
David H. Beatty President and Director $72,000 (A)
Paul Max Waters Vice President of Operations-Kiev $72,000 (A)
Lou Roman Secretary and Director No Compensation
(A) Messrs. Beatty and Waters each received consulting compensation of $10,000 from the Company prior
to becoming employees.
(2) Compensation of Directors
</TABLE>
There were no arrangements pursuant to which any director of the
Company was compensated for the period from November 2, 1998 to March 15, 1999
for any service provided as a director. In addition, no such arrangement are
contemplated for the foreseeable future.
Item 7. Certain Relationships and Related Transactions
Yankee Dynamo Steel, Inc. is a 1998 incorporated company, and has
conducted limited business transactions to date. Prior to this offering, the
Company has relied primarily upon founders and initial shareholders of the
Company as its sole source of capital and liquidity.
On February 25 , 1999, the Company acquired 20,960 of the 491,297
issued and outstanding shares of Common Stock of the Pure Metals company of
Svetlovodsk, a Ukrainian corporation (4.27%). In addition, the Company acquired
all of the issued and outstanding shares of Common Stock of Uglefrtprom, Ltd., a
Bahamas corporation. The Company, as part of the Asset Purchase Agreement, was
required to provide three million (3,000,000) Common Shares of the Company.
Because of the development stage nature of the Company and its
relatively recent inception, November 2, 1998, the Company has no other
relationships or transactions.
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does
it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. Being a start-up
company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
common stock.
(ii) There is currently no common stock of the Company which could be sold under
Rule 144 under the Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of April 15, 1999, the Company had 57 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does
not anticipate paying dividends in the immediate foreseeable future. The board
of directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
On January 8, 1999, the Company completed a public offering of shares
of common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 246,050 shares of the Common
Stock of the Company to 42 unaffiliated shareholders of record. The Company
filed an original Form D with the Securities and Exchange Commission on or about
December 21, 1998. On April 1, 1999, the Company completed a public offering of
shares of common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 20,000 shares of the Common
Stock of the Company to 1 unaffiliated shareholder of record. Contemporaneously
with that offering, the Company also sold 100,000 shares of restricted common
stock of the Company pursuant to Regulation D, Rule 506 of the Securities Act of
1933, as amended, to the same unaffiliated shareholder.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is noncumulative,
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of directors
may issue shares for consideration of previously authorized but unissued common
stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock are
entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to preemptive
rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however, require
regulation of beneficial owners of more than 5% of the voting securities.
Stockholders that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common
stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide
to any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of this
Article. However, the Company has yet to purchase any such insurance and has no
plans to do so.
The Articles of Incorporation of the Company states that a director or
officer of the corporation shall not be personally liable to this corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any such action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a director of
the corporation, or who is serving at the request of the corporation as a
director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Yankee Dynamo Steel, Inc. Page
Report of James E. Slayton, CPA F-1
Balance Sheet as of February 25, 1999 F-2
Statement of Operations for the period from November 2, 1998 through February
25, 1999 F-4
Statement of Stockholder's Equity for the period from November 2, 1998 through
February 25, 1999 F-5
Statement of Cash Flows for the period from November 2, 1998 through February
25, 1999 F-6
Notes to Financial Statements F-7
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time
d) Pro-forma Financial Information is not provided at this time as it is
not applicable at this time
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None - Not Applicable.
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
(a) Asset Purchase Agreement with David Beatty and Paul Waters
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed November 2,
1998 (b) By-Laws of the Company adopted November 3, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Yankee dynamo Steel, Inc.
ending February 25, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation, or Succession
(b) Asset Purchase Agreement with David Beatty and Paul Waters
3. Articles of Incorporation & By-Laws
(c) Articles of Incorporation of the Company filed November 2,
1998 (d) By-Laws of the Company adopted November 3, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
20. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Yankee Dynamo Steel, Inc.
ending February 25, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Yankee Dynamo Steel, Inc.
- - -----------------------------------------------------------------------------
(Registrant)
Date: April 27, 1999
--------------
By: /s/ David Beatty
----------------
David Beatty, Chairman of the Board, President and Chief Executive Officer
--------------------------------------------------------------------------
By: /s/ Paul Waters
---------------
Paul Waters, Director, Vice President, CFO, Secretary/Treasurer
--------------------------------------------------------------------------
24
- - -----------------------------------------------------------------------------
YANKEE DYNAMO STEEL, INC.
EXHIBIT # 2
Asset Purchase Agreement with Yankee Dynamo Steel, Inc.
- - -----------------------------------------------------------------------------
<PAGE>
Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made and entered
into this 25th day of February, 1999, by and between David H. Beatty, an
individual residing in the State of Connecticut, Paul M. Waters, an individual
residing in Kiev, Ukraine (collectively "Seller") and Ukraine Business
Corporation, a Nevada corporation ("Buyer").
RECITALS
A. Seller is the owner of certain shares of the Open JSC "Chistye
Metaly", Pure Metals company of Svetlovodsk, a Ukrainian corporation, as well as
all of the issued and outstanding shares of Uglefrtprom, Ltd., a Bahamas
corporation (collectively the "Assets").
B. Buyer desires to purchase and acquire from Seller such Assets, and
Seller desires to transfer and convey the same to Buyer, in accordance with the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and on the terms and subject to the
conditions herein set forth, the parties hereby agree as follows:
ARTICLE I
Definitions
-----------
As used in this Agreement, the following terms shall have the
meanings set forth below:
1.1 Closing. "Closing" shall mean the closing of the transaction
contemplated by this Agreement, which shall occur at 5:00 p.m., Pacific Standard
Time, on the Closing Date in the offices of Buyer, or at such other time and
place as shall be mutually agreed in writing by the parties hereto.
1.2 Closing Date. "Closing Date" shall mean February 28, 1999, unless
otherwise mutually agreed in writing by the parties hereto.
1.3 Assets. "Assets" shall mean all rights and interests in the twenty
thousand nine hundred sixty (20,960) shares of the Pure Metals company of
Svetlovodsk held by Seller, as well as all of the issued and outstanding shares
of Uglefrtprom, Ltd., which are held by Seller. Copies of certificates
representing said Assets are attached hereto and incorporated herein by
reference at Exhibit A hereto.
ARTICLE II
Purchase and Sale
-----------------
2.1 Sale and Purchase of Assets. Subject to and upon the terms and
conditions contained herein, at the Closing, Seller shall sell, transfer,
assign, convey, and deliver to Buyer, free and clear of all liens, claims and
encumbrances, and Buyer shall purchase, accept and acquire from Seller the
Assets.
2.2 Purchase Price. The total purchase price for the Assets shall be
three million (3,000,000) common shares of Buyer.
2.3 Instruments of Transfer; Further Assurances.
(a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of the Assets, in form and substance
satisfactory to Buyer;
(ii) Such other instrument or instruments of transfer as
shall be necessary or appropriate, as Buyer shall
reasonably request, to vest in Buyer good and
marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller such
instrument or instruments as shall be necessary or appropriate, as Seller shall
reasonably request.
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants that the following are true and correct
as of this date and will be true and correct through the Closing Date as if made
on that date:
3.1 Organization and Good Standing. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, with all the requisite power and authority to carry on the business in
which it is engaged, to own the properties it owns and to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.
3.2 Authorization and Validity. The execution, delivery and performance
by Buyer of this Agreement and the other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby, have been duly authorized
by Buyer. This Agreement and each other agreement contemplated hereby have been
or will be prior to Closing duly executed and delivered by Buyer and constitute
or will constitute legal, valid and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms.
3.3 No Violation. Neither the execution and performance of this
Agreement or the other agreements contemplated hereby, nor the consummation of
the transactions contemplated hereby or thereby, will (a) conflict with, or
result in a breach of the terms, conditions and provisions of, or constitute a
default under, the Articles of Incorporation or Bylaws of Buyer or any
agreement, indenture or other instrument under which Buyer is bound, or (b)
violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over Buyer or the properties or Assets of Buyer.
3.4 Consents. No authorization, consent, approval, permit or license
of, or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is required in
connection with, the execution, delivery and performance of this Agreement or
the agreements contemplated hereby on the part of Buyer.
ARTICLE IV
Representations and Warranties of Seller
----------------------------------------
Seller represents and warrants that the following are true and correct
as of this date and will be true and correct through the Closing Date as if made
on that date:
4.1 Organization and Good Standing. Sellers are individuals, with all
the requisite power and authority to carry on the business in which it is
engaged, to own the properties it owns and to execute and deliver this Agreement
and to consummate the transactions contemplated hereby.
4.2 Authorization and Validity. The execution, delivery and performance
by Seller of this Agreement and the other agreements contemplated hereby, and
the consummation of the transactions contemplated hereby, have been duly
authorized by Seller. This Agreement and each other agreement contemplated
hereby have been or will be prior to Closing duly executed and delivered by
Seller and constitute or will constitute legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with their respective terms.
4.3 Title. Seller has good and marketable title to the Assets which are
the subject of this Agreement. Upon consummation of the transactions
contemplated hereby, Buyer shall receive good, valid and marketable title to all
the Assets free and clear of all liens, claims, and encumbrances.
4.4 Commitments. Except as set forth in Exhibit B, Seller has not
entered into, nor are the Assets or the business of Seller bound by, whether or
not in writing, any (i) partnership or joint venture agreement; (ii) deed of
trust or other security agreement; (iii) guaranty or suretyship, indemnification
or contribution agreement or performance bond; (iv) employment, consulting or
compensation agreement or arrangement, including the election or retention in
office of any director or officer; (v) labor or collective bargaining agreement;
(vi) debt instrument, loan agreement or other obligation relating to
indebtedness for borrowed money or money lent to another; (vii) deed or other
document evidencing an interest in or contract to purchase or sell real
property; (viii) agreement with dealers or sales or commission agents, public
relations or advertising agencies, accountants or attorneys; (ix) lease of real
or personal property, whether as lessor, lessee, sublessor, or sublessee; (x)
agreement relating to any material matter or transition in which an interest is
held by a person or entity which is an affiliate of Seller; (xi) powers of
attorney; or (xii) contracts containing noncompetition covenants.
4.5 Adverse Agreements. Seller is not a party to any agreement or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree, rule or regulation which materially
and adversely affects or, so far as Seller can now foresee, may in the future
materially and adversely affect the business operations, prospects, properties,
Assets or condition, financial or otherwise, of Seller.
4.6 No Violation. Neither the execution and performance of this
Agreement or the other agreements contemplated hereby, nor the consummation of
the transactions contemplated hereby or thereby, will (a) conflict with, or
result in a breach of the terms, conditions and provisions of, or constitute a
default under, the Articles of Incorporation or Bylaws of Seller or any
agreement, indenture or other instrument under which Buyer is bound, or (b)
violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over Seller or the properties or Assets of Seller.
4.7 Consents. No authorization, consent, approval, permit or license
of, or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is required in
connection with, the execution, delivery and performance of this Agreement or
the agreements contemplated hereby on the part of Seller.
4.8 Compliance with Laws. There are no existing violations by Seller of
any applicable federal, state or local law or regulation, except to the extent
that any such violations would not have a material adverse effect on the
property or business of Seller.
4.9 Accuracy of Information Furnished. All information furnished to
Buyer by Seller is true, correct and complete in all material respects. Such
information states all material facts required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which such
statements are made, true, correct and complete.
4.10 Proceedings. No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated by this Agreement.
ARTICLE V
Indemnification
---------------
5.1 Seller's Indemnity. Subject to the terms of this Section, Seller
hereby agrees to indemnify, defend and hold harmless Buyer and its officers,
directors, agents, attorneys, accountants and affiliates from and against any
and all losses, claims, obligations, demands, assessments, penalties,
liabilities, costs, damages, reasonable attorneys' fees and expenses ("Damages")
asserted against or incurred by Buyer by reason of or resulting from a breach by
Seller of any representation, warranty or covenant contained herein, or in any
agreement executed pursuant thereto.
5.2 Buyer's Indemnity. Subject to the terms of this Section, Buyer
hereby agrees to indemnify, defend and hold harmless Seller and its officers,
directors, agents, attorneys, accountants and affiliates from and against any
and all losses, claims, obligations, demands, assessments, penalties,
liabilities, costs, damages, reasonable attorneys' fees and expenses ("Damages")
asserted against or incurred by Seller by reason of or resulting from a breach
by Buyer of any representation, warranty or covenant contained herein, or in any
agreement executed pursuant thereto.
5.3 Remedies Not Exclusive. The remedies provided for in this Section
shall not be exclusive of any other rights or remedies available by one party
against the other, either at law or in equity.
ARTICLE VI
Termination
-----------
6.1 Termination for Cause. This Agreement may be terminated prior to
Closing upon notice to the other party at any time by a party if any
representation or warranty of the other party contained in this Agreement or in
any certificate or other document executed and delivered by one party to the
other is or becomes untrue or breached in any material respect or if one party
fails to comply in any material respect with any covenant or agreement contained
herein, and any such misrepresentation, breach or noncompliance is not cured,
waived, or eliminated before Closing.
6.2 Termination Without Cause. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time without further obligation or liability on the part of any party in favor
of any other by mutual consent of Purchaser and Seller.
ARTICLE VII
Miscellaneous Provisions
------------------------
7.1 Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a written agreement
signed by Buyer and Seller.
7.2 Waiver of Compliance; Consents.
7.2.1 Any failure of any party to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, or agreement or condition will not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.
7.2.2 Whenever this Agreement requires or permits consent by
or on behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set forth above.
7.3 Notices. All Notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by (i) hand; (ii) reliable overnight delivery
service; or (iii) facsimile transmission.
If to Buyer, to: 3110 S. Valley View, Ste. 105, Las Vegas, NV 89102
If to Seller, to: 4 Daniels Farm Road, Suite 345, Trumbull, CT 06611
7.4 Titles and Captions. All section titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
7.5 Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
7.6 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
7.7 Attorneys' Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
7.8 Computation of Time. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday
or a legal holiday, in which event the period shall begin to run on the next day
that is not a Saturday, Sunday or legal holiday.
7.9 Pronouns and Plurals. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
7.10 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND
DETERMINED
BY A COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEVADA.
7.11 Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.
7.12 Presumption. This Agreement or any Section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
7.13 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
7.14 Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
7.15 Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected hereby.
7.16 Confidentiality. The parties shall keep this Agreement and its
terms confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for any
reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other parties,
except for information which is required by law to be disclosed. Confidential
information includes, but is not limited to, financial records, surveys,
reports, plans, proposals, financial information, information relating to
personnel contracts, stock ownership, liabilities and litigation.
7.17 Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own costs
and expenses (including attorneys' fees), except as set forth in the Escrow
Agreement.
7.18 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effecting during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid and unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in nature in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.
7.20 Continuing Nature. All representations and warranties contained in
this Agreement shall survive the Closing for a period of two (2) years and, if
applicable, all covenants, which, according to their terms are to be performed
after the execution of this Agreement, shall survive the Closing for a period of
two (2) years.
IN WITNESS WHEREOF, the parties hereto have set their hands this 25th
day of February, 1999.
UKRAINE BUSINESS CORPORATION DAVID H. BEATTY, an individual
A Nevada Corporation (Buyer) residing in Connecticut (Seller)
by: /s/David A. Leytze by:/s/David H. Beatty
----------------------- -----------------
David A. Leytze David H. Beatty
PAUL M. WATERS, an individual
residing in the Ukraine (Seller)
by:/s/Paul M. Waters
-----------------
Paul M. Waters
33
YANKEE DYNAMO STEEL, INC.
EXHIBIT # 3
Articles of Incorporation and By-Laws of the Company
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
Nov 02, 1998
No. C25565-98
---------
DAN HELLER,
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
Ukraine Business Corporation
1. Name of Company:
Ukraine Business Corporation
2. Resident Agent:
The resident agent of the Company is: Nevada Internet Corporation
Enterprises, Inc.3110 S. Valley View,
Suite 105 Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1) who is David
A. Leytze; 9978 Washington St.; Camp Dennison, OH 45111. This individual shall
serve as director until their successor or successors have been elected and
qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the BY-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 25,000,000 shares of Common Stock
having a $.001 par value. The Common Stock of the Company may be issued from
time to time without prior approval by the stockholders. The Common Stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors. The Board of Directors may issue such share of Common and/or
Preferred Stock in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or restrictions thereof as
shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation
shall not have any preference, preemptive right or right of subscription to
acquire shares of the corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares authorized or issued
or to be authorized or issued, and convertible into shares of the corporation,
nor to any right of subscription thereto, other than to the extent, if any, the
Board of Directors in its sole discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or services, as
the directors shall determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no Common Stock issued
as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended to provide for such assessment.
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, but this Article shall not eliminate
or limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law or (ii)
the unlawful payment of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or proceeding, whether
civil, criminal, administrative or investigative, by the reason of the fact that
he or she, or a person with whom he or she is a legal representative, is or was
a director of the corporation, or who is serving at the request of the
corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or suffered by him or
her in connection therewith. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit or proceeding must
be paid by the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives may
have or hereafter acquire, and, without limiting the generality of such
statement they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board
of Directors may adopt ByLaws from time to time without respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase or
maintain insurance on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section 5 on
the Assessment of Shares, this corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred
by statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to
make, alter or repeal the ByLaws of the corporation;
(b) To authorize and caused to be executed mortgages and
liens, with or without limitations as to amount, upon the real and personal
property of the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of other persons,
corporations or business entities;
(d) To set apart out of any funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve;
(e) By resolution adopted by the majority of the whole board, to designate one
or more committees to consist of one or more directors of the of the
corporation, which, to the extent provided on the resolution or in the By-Laws
of the corporation, shall have and may exercise the powers of the Board of
Directors in the management of the affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it
Such committee or committees shall have name and names as may be stated in the
By-Laws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised
by the Board of Directors except as otherwise herein or in the By-Laws or by
law.
IN WITNESS WHEREOF, I hereunder set my hand on Thursday,
October 29, 1998, hereby declaring and certifying that the facts stated
hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
Signature:/s/Thomas C. Cook
-----------------
State of Nevada )
County of Clark )
NOTARY PUBLIC
This instrument was acknowledged before me on STATE OF NEVADA
October 29, 1998, by Thomas C. Cook. County of Clark
MATTHEW J. BLEVINS
No: 98-0220-1
/s/Matthew J. Blevins My Appointment Expires Jan. 14, 2002
-----------------------
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I, TED D. CAMPBELL
11, as a principal a principal of Nevada Internet Corporation Enterprises
("NICE"), hereby accept appointment of NICE as the resident of Nevada Internet
Corporation Enterprises ("NICE"), hereby accept appointment of NICE as the
resident agent for the above referenced company.
Signature:/s/Ted D. Campbell 11
--------------------
Ted D. Campbell 11
<PAGE>
BYLAWS
OF
UKRAINE BUSINESS CORPORATION
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of Clark. The Corporation may have such other
offices, either within or without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.
ARTICLE 11
SHAREHOLDERS
SECTION 1. Annual Meeting . The annual meeting of the shareholders
shall be held on the first day in the month of November in each year, beginning
with the year 1999, at the hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next business day. If the election of Directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than fifty percent (50%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting . The Board of Directors may designate any
place, either within or without the State of Nevada, unless otherwise prescribed
by statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting . Written 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 unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more than sixty (60) days
before the date of the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his/her
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing-of Record. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or at any
adjournment thereof arranged in alphabetical order, with the address of and the
number of shares held by each. 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 for the purposes thereof.
SECTION 7. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder by his/her
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the Bylaws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine. Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
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 name of a receiver may be voted by such
receiver, and the 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 be 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 until the shares have been transferred into the name of the pledges, and
thereafter the pledges shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be responsible
for the control and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred upon or reserved to
the shareholders.
SECTION 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be fixed by the Board of Directors, but in no event
shall be less than one (1). Each director shall hold office until the next
annual meeting of shareholders and until his/her successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw 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 for the holding of
additional regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the notice be given to the telegraph
company. Any directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Telephonic Meeting . A meeting of the Board of Directors
may be had by means of a telephone conference or similar communications
equipment by which all persons participating in the meeting can hear each other,
and the participation in a meeting under such circumstances shall constitute
presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 9. Action Without a Meeting . Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board 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, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. 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
directors by the shareholders.
SECTION 11. Resignation. Any director may resign at any time by
giving written notice to the Board of Directors, the President or the Secretary
of the Corporation. Unless otherwise specified in such written notice such
resignation shall take effect upon receipt thereof by the Board of Directors or
such officer, and the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 12. Removal. Any director may be removed with or without cause
at any time by the affirmative vote of shareholders holding of record in the
aggregate at least a majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of Directors,
each director may be paid for his/her expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 14. Contracts. No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by reason of the fact
that one or more of the directors of this Corporation is or are interested in,
or is a director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made known to the Board
of Directors, prior to their authorizing such transaction. Any director,
personally and individually, may be a party to or may be interested in any
contract or transaction of this Corporation, and no directors shall be liable in
any way by reason of such interest, provided that the fact of such interest be
disclosed or made known to the Board of Directors prior to their authorization
of such contract or transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution adopted
by a majority of the entire Board, may from time to time designate from among
its members an executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such powers and authority (to
the extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of the meeting or
unless he/she shall file written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after tile adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors, including a Chairman of the Board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary. Any two or more offices may
be held by the same person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his/her successor
shall have been duly elected and shall have qualified, or until his/her death,
or until he/she shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgment, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
SECTION 5. 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 6. President The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He/she shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman will preside. The President 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 has 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 Bylaws 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 7. Vice President. In the absence of the President or in event
of his/her death, inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned by the
President or by the Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
minute book provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws 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 documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (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 certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the 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/she is also a director of
the corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his/her,
duties to the Corporation, including responsibility for negligence for the
accounting for all property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations. Whenever the
Corporation is the holder of shares of stock of any other corporation, any right
of power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President or such other person as the Board of directors
may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and employees
as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACT, LOANS, CHECKS 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 instrument 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 evidences 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 the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the 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.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such a form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in 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 on the stock transfer books of the Corporation by the holder
of record thereof or by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her 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
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
Provided, however, that upon any action undertaken by the shareholders to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders' agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement is in force and
effect.
ARTICLE V111
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty first day of December of each year.
ARTICLE 1X
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 X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE X1
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE X11
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 3rd day of November, 1998.
/s/Andrew Chessman
---------------
Secretary
YANKEE DYNAMO STEEL, INC.
EXHIBIT # 23
Consent of Experts and Counsel
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
April 22, 1999
To Whom It May Concern,
The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of February 25, 1999, on the Financial Statements
of Yankee Dynamo Steel, Inc. from the inception date of November 2, 1998,
through February 25, 1999, in any filings that are necessary now or in the
near future to be filed with, the U.S. Securities and Exchange Commission.
Professionally,
/s/James E. Slayton
-------------------
James E. Slayton, CPA
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
CONTENTS
Page
Accountant's Report 1
Balance Sheet 2
Statement of Earnings(Deficit) and Retained Deficit
For the period November 2, 1998 to
September 30, 1999 3
Statement of Shareholders' Equity September 30, 1999 4
Statement of Cash Flows For the period November 2, 1998
to September 30, 1999 5
Notes to Financial Statements 6
THOMAS J HARRIS CPA
3901 STONE WAY N #202
SEATTLE, WA 98103
INDEPENDENT AUDITOR'S REPORT
Board of Directors
YANKEE DYNAMO STEEL, INC
Seattle, Washington
We have compiled the accompanying balance sheet of YANKEE DYNAMO
STEEL, INC, (A Development Stage Company) as of SEPTEMBER 30, 1999,
and the related statement of income and retained earnings for the period then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements that
which is the representation of management. We have not audited or reviewed
the accompanying financial statements and, accordingly, do not express
an opinion or any form of assurance on them.
November 12, 1999
<PAGE>
YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30 1999
UNAUDITED
ASSETS
<C> <C>
TOTAL ASSETS
Cash in Bank $4,834
Accounts Receivable 0
TOTAL CURRENT ASSETS 4,834
OTHER ASSETS
Organization Costs, net 323
Investment in Ferrocerram 75,000
Investment in Svetlovodsk Corp 470,000
TOTAL OTHER ASSETS 545,323
TOTAL ASSETS 550,157
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans 11,420
TOTAL CURRENT LIABILITIES 11,420
TOTAL LIABILITIES 11,420
STOCKHOLDER'S EQUITY:
Common Stock, par value $.001,
25,000,000 shares authorized and
5,787,050 shares issued and outstanding 5,787
Paid in Surplus 806,673
Accumulated Deficit (273,723)
TOTAL STOCKHOLDER'S EQUITY 538,737
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 550,157
See accompanying notes and accountants' report
YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
STATEMENT OF INCOME(DEFICIT) AND RETAINED DEFICIT
UNAUDITED
For the Period NOVEMBER 2, 1998(Inception) to SEPTEMBER 30, 1999
<C> <C>
REVENUE 0
EXPENSES:
Selling, General and Administrative expenses 273,651
Amortization of Organization Costs 72
Total Expenses 273,723
NET LOSS FOR THE PERIOD (273,723)
RETAINED DEFICIT
Balance beginning of period 0
Balance end of period (273,723)
Weighted average number of shares outstanding 4,690,227
Net loss per Share (0.06)
See accompanying notes and accountants' report
<PAGE>
YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
Statement of Cash Flows
UNAUDITED
For the Period NOVEMBER 2, 1998 (Inception) to SEPTEMBER 30, 1999
<C> <C>
Operating Activities
Net Income (Loss) (273,723)
Add depreciation not
requiring cash 72
Changes in:
Other assets (395)
Cash Provided (used)
by Operations (274046)
Investing Activities
Investment in Ferrocerram (75000)
Investment in Svetlovodsk Corp (20000)
Net Cash Provided(used) by Investing
Activities (95000)
Financing Activities
Loans 11420
Sale of Common Stock 362460
Net Cash provided (used) by Financing
Activities 373880
Increase (Decrease) in Cash 4834
Cash Balance Beginning 0
Cash Balance Ending 4834
See accompanying notes and accountants' report
<PAGE>
YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
For the Period NOVEMBER 2, 1998(Inception) to SEPTEMBER 30, 1999
COMMON STOCK PAID IN SURPLUS ACCUM
SHARES AMOUNT AMOUNT DEFICIT TOTAL
<C> <C> <C> <C> <C> <C>
Shares issued for cash to investors prior to
February 25, 1999 2,426,050 2,426 78,984 81,410
Shares issued for asset purchase
February 25, 1999 3,000,000 3,000 447,000 450,000
Net Income(loss) to February 25, 1999 (46,530) (46,530)
Balance, February 25, 1999 5,426,050 5,426 525,984 (46,530) 484,880
Shares issued for cash to investors
to September 30, 1999 361,000 361 280,689 281,050
Net Loss -227147 (227,147)
Balance, SEPTEMBER 30, 1999 5,787,050 5,787 806,673 (273,677) 538,783
The accompanying notes are an integral part of these financial statements.
<PAGE>
YANKEE DYNAMO STEEL, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The Company
The Company was incorporated November 2, 1998 under the laws of the State of Utah as
Ukraine Business Corporation, subsequently the name was changed to Yankee Dynamo Steel,
Inc. (the Company) has no operations and in accordance with SFAS #7, the Company is
considered a development stage company.
On November 3, 1998, the Company issued 2,180,000 shares of its $.001 par value common
stock for cash of $7,595.00. On December 3, 1998, the Company conducted a limited public
offering of common stock pursuant to
Regulation D, Rule 504 of the Securities Act of 1933 and sold 216,050 shares of its $.001 par
value common stock for cash of $64,815.00. On December 17, 1998, the Company issued 30,000 shares of its
$.001 par value common stock for cash of $9,000.00.
On February 25, 1999, the Company issued 3,000,000 shares of its $.001 par value common
stock as part of an asset purchase agreement with Uglefrtprom Ltd., a Bahamas corporation. The
3,000,000 shares of stock were valued at $450,000.00. Management based this valuation on $.15
per share. Management reduced the last issue price of $.30 on December 17, 1998 to $.15
because the stock is restricted for one year.
(b) Fixed Assets
Organization Costs are being amortized over a period of sixty months.
(c) Business Activity
YANKEE DYNAMO STEEL, INC. is emerging as a major and influential exporter of steel
products from Ukraine. In addition, the Company has begun a systematic campaign of strategic
acquisition for vertical and horizontal integration within the steel industry. The Company is
forming alliances with producers of a wide variety of steel products for expanded export volume.
The Company's focus is on the export of basic steel products for sale ultimately to the construction, automotive,
machinery, service center, transportation, and
container markets. YDSI also exports significant quantities of steel billets (square and round),
slag and pig iron.
(d) Income Taxes
Effective November 2, 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". SFAS No. 109 requires a
company to recognize deferred tax assets and liabilities for the expected future income tax
consequences of events that have been recognized in the financial statements. Under this
method, deferred tax assets and liabilities are determined based on the temporary differences
between the financial statement carrying amounts and tax basis of assets and liabilities using
enacted tax rates in effect in the year in which the temporary differences are expected to reverse.
There was no cumulative effect of adopting SFAS No. 109.
(e) Cash
Cash included in the statement of cash flows includes cash and cash equivalents at the balance
sheet date
NOTE 2 - EARNINGS PER SHARE:
Primary earnings per share have been computed using the weighted number of shares outstanding.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting
principles applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company is in the process of
developing an income stream.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. A director provides office
services without charge. Such Costs are immaterial to the financial statements and, accordingly,
have not been reflected therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
NOTE 5 - ISSUANCE OF COMMON STOCK:
Effective March 1, 1999, the Company offered shares of its common stock to a limited
number of investors pursuant to a Regulation D exemption up to a maximum of 925,000 shares
at $1.00 per share or $925,000. At September 30, 1999, as a result of this offering, 361,000
Common Shares of stock were sold to individual investors for $1.00 per unit, grossing the
company $261,000. Various employees and officers of the company are offering the placement
on a "best efforts" basis.
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