UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Fundae Corporation
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(Name of Small Business Issuer in its Charter)
Florida 65-0877745
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(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-5698
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
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PART I
Item 1. Description of Business
Business Development
Fundae Corporation (the "Company") was organized on March 16, 1995,
under the laws of the State of Florida, having the stated purpose of engaging in
any lawful activities. The Company was formed with the contemplated purpose to
sell chocolate malts, flavoring and related products. The primary area of sales
was to be in Florida, but was never brought to the development stage. After
development of a business plan and efforts to develop the business failed, all
efforts were abandoned in 1996.
The Company never engaged in an active trade or business throughout the
period from 1996 until just recently. On December 1, 1998, all of the issued and
outstanding shares of the common stock of the Company were acquired from its
then sole shareholder by a representative of the current shareholders. The total
of 500,000 shares was distributed 16,000 shares to each of twenty-five (25)
shareholders. In addition, the Company received gross proceeds in the amount of
$20,000 from the sale of a total of 400,000 shares of common stock, $.0001 par
value per share (the "Common Stock"), in an offering conducted pursuant to
Section 3(b) and 4(2) of the Securities Act of 1933, as amended (the "Act"), and
Rules 505 and 506 of Regulation D promulgated thereunder. This offering was made
in the State of Georgia and the State of Florida. The Company undertook the
offering of shares of Common Stock on December 1, 1998.
The Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation, its principal business purpose is to locate
and consummate a merger or acquisition with a private entity. Because of the
Company's current status of having limited assets and no recent operating
history, in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Company.
On December 1, 1998, the Company also determined it should become active
in seeking potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business as a potential business
combination candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim and periodic
reports
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including an annual report containing audited financial statements. The Company
intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 222 Lakeview
Avenue, Suite 160- 146, West Palm Beach, FL 33401 and its telephone number is
(561) 832-5698.
Business of Issuer
The Company has no recent operating history and no representation is
made, nor is any intended, that the Company will be able to carry on future
business activities successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an operating business,
business opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially
acquire or merge with one or more businesses or business opportunities. The
Company currently has no commitment or arrangement, written or oral, to
participate in any business opportunity and management cannot predict the nature
of any potential business opportunity it may ultimately consider. Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Company will most likely have to rely on
outside sources, not otherwise associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or merger. To date, the Company has not engaged nor entered into any definitive
agreements nor understandings regarding retention of any consultant to assist
the Company in its search for business opportunities, nor is management
presently in a position to actively seek or retain any prospective consultants
for these purposes.
The Company does not intend to restrict its search to any specific kind
of industry or business.
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The Company may investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation, or in various stages
of its corporate existence and development. Management cannot predict at this
time the status or nature of any venture in which the Company may participate. A
potential venture might need additional capital or merely desire to have its
shares publicly traded. The most likely scenario for a possible business
arrangement would involve the acquisition of, or merger with, an operating
business that does not need additional capital, but which merely desires to
establish a public trading market for its shares. Management believes that the
Company could provide a potential public vehicle for a private entity interested
in becoming a publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities. However, because of the Company's limited
capital it may not have the necessary funds for a complete and exhaustive
investigation of any particular opportunity.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and
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the relative negotiating strength of the parties involved. Actual participation
in a business venture may take the form of an asset purchase, lease, joint
venture, license, partnership, stock purchase, reorganization, merger or
consolidation. The Company may act directly or indirectly through an interest in
a partnership, corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the purchase of minority
stock positions.
Because of the Company's current status and recent inactive status for
the prior two (2) years, and its concomitant lack of assets and relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution to the Company's
existing shareholders interests. There will probably be a change in control of
the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management does
not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's Regulation D or other rule, or provision for exemption, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition. Although not presently anticipated by management, there is a remote
possibility that the Company might sell its securities to its management or
affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed upon at
that time. A finder's fee would only be payable upon completion of the
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proposed acquisition or merger in the normal case, and management does not
contemplate any other arrangement at this time. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with any
person. It is possible that a potential merger or acquisition candidate would
have its own finder's fee arrangement, or other similar business brokerage or
investment banking arrangement, whereupon the terms may be governed by a
pre-existing contract; in such case, the Company may be limited in its ability
to affect the terms of compensation, but most likely the terms would be
disclosed and subject to approval pursuant to submission of the proposed
transaction to a vote of the Company's shareholders. Management cannot predict
any other terms of a finder's fee arrangement at this time. It would be unlikely
that a finder's fee payable to an affiliate of the Company would be proposed
because of the potential conflict of interest issues. If such a fee arrangement
was proposed, independent management and directors would negotiate the best
terms available to the Company so as not to compromise the fiduciary duties of
the affiliate in the proposed transaction, and the Company would require that
the proposed arrangement would be submitted to the shareholders for prior
ratification in an appropriate manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any affiliates of the Company have an interest.
Any such related party transaction, however remote, would be submitted for
approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. None of the Company's managers, directors, or other
affiliated parties have had any contact, discussions, or other understandings
regarding any particular business opportunity at this time, regardless of any
potential conflict of interest issues. Accordingly, the potential conflict of
interest is merely a remote theoretical possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Company will seek to have the transaction
ratified by shareholders in the appropriate manner. Most likely, this would
require a general or special shareholder's meeting called for such purpose,
wherein all shareholder's would be entitled to vote in person or by proxy. In
the notice of such shareholder's meeting and proxy statement, the Company will
provide shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
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Employees
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business
offices located in West Palm Beach, Florida. Although the Company has no written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an acquisition or merger transaction may be completed,
the Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to part F/S of this Form
10-SB for a report of the Company's operating history for the past two fiscal
years.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1996.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid for by
a shareholder, specifically A. Rene Dervaes, Jr. (see Item 4, Security Ownership
of Certain Beneficial Owners and Management-A. Rene Dervaes, Jr. is the
controlling shareholder). It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company and any
additional needed funds will most likely be provided by the Company's existing
shareholders or its officers and directors in the immediate future. However,
unless the Company is able to facilitate an acquisition of or merger with an
operating business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
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Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the
Company as of January 15, 1999, with respect to each person known by the Company
to own beneficially more than 5% of the Company's outstanding common stock, each
director of the Company and all directors and officers of the Company as a
group.
Name of Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
A. Rene Dervaes, Jr. 500,000 35.7%
170 South County Road
Palm Beach, FL 33480
<PAGE>
All Executive Officers and Directors
as a Group (one person) 500,000 35.7%
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Item 5. Directors, Executive Officers, Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act.
The directors and executive officers of the Company and their respective
ages are as follows:
Name Age Position
A. Rene Dervaes, Jr. 61 Director, President, Secretary and Treasurer
All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of each of the persons listed above during the
past five years is as follows:
Mr. A. Rene Dervaes, Jr., 61 years old, was the co-founder and then
Chairman of the A.R. Dervaes Company, Inc. from 1961 to 1982, a 125 employee
manufacturer and supplier of equipment to heavy industry. From 1982 to 1985 he
was the president of Khonbu Industries, a designer and nationwide distributor of
exclusive consumer products. From 1978 to 1986 he was the Chairman and CEO of
Eagle Rock Corporation. From 1986 to 1990 he was the Chairman and CEO of Vantage
Industries, an international marketing firm. From 1991 to 1997 he was the
Chairman and CEO of Secured Retirement International, Inc., specializing in the
design and marketing of proprietary U.S. Treasury and municipal bond mutual
funds. Mr. Dervaes also co-invented a unique finance product that pays
increasing distributions through a patented method for pooling and distributing
bond income.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock
<PAGE>
and other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Mr. Dervaes comprising all of the
Company's executive officers, directors and greater than 10% beneficial owners
of its common Stock, have complied with Section 16(a) filing requirements
applicable to them during the Company's most recent fiscal year.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees for the years ended 1997 and 1998, nor at any time during
1999. Further, the Company has not entered into an employment agreement with any
of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
Item 7. Certain Relationships and Related Transactions
On December 1, 1998, the Company issued and sold 500,000 shares of the
Common Stock to Mr. Dervaes, the President, Secretary and Treasurer of the
Company and record and beneficial owner of approximately 35.7% of the Company's
outstanding Common Stock, in consideration and exchange therefore for services
valued at $12,500 in connection with the organization of the Company.
During the Company's last two fiscal years, there have not been any
other transactions between the Company and any officer, director, nominee for
election as director, or any shareholder owning greater than five percent (5%)
of the Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock, no
par value, of which 1,400,000 shares are issued and outstanding as of the date
hereof. All shares of common stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each share of Common Stock entitles
the holder thereof to (i) one non-cumulative vote for each share held of record
on all matters submitted to a vote of the stockholders; (ii) to participate
equally and to receive any and all such dividends as may be declared by the
Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares
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of Common Stock or any other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock,
none of which is issued and outstanding. The specific terms, conditions,
limitations and preferences for the preferred shares may be determined by the
Board of Directors without shareholder approval.
Part II
Item 1. Market For Common Equity and Other Shareholder Matters.
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make application to the
NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
application to the NASD will be made during the commission comment period for
this Form 10-SB. The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as required by
Rule 15c211 of the Securities Exchange Act of 1934, as amended. Inclusion on the
OTC Bulletin Board permits price quotation for the Company's shares to be
published by such service.
The Company is not aware of any existing trading market for its common
stock. The Company's common stock has never traded in a public market.
If and when the Company's common stock is traded in the over-the-counter
market, most likely the shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the
Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.
<PAGE>
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of January 15, 1999, there were 26 holders of record of the Company's
common stock.
As of the date hereof, the Company has issued and outstanding 1,400,000
shares of common stock. Of this total, 500,000 shares were originally issued in
transactions more than three (3) years ago. Such shares may be sold or otherwise
transferred without restriction pursuant to the terms of rule 144 ("Rule 144")
of the Securities Act of 1933, as amended (the "Act"), unless held by an
affiliate or controlling shareholder of the Company. Of these shares, the
Company has not identified any shares as being held by affiliates of the
Company. The remaining 900,000 shares were issued subject to Rule 144 and may
not be sold and/or transferred without further registration under the Act or
pursuant to an applicable exemption..
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Item 2. Legal Proceedings
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened. The Company was inactive from 1996 through the date of this
Form 10-SB.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
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<PAGE>
On December 1, 1998, all of the issued and outstanding shares of the
common stock of the Company were acquired from its then sole shareholder by a
representative of the current shareholders. The total of 500,000 shares was
distributed 20,000 shares to each of twenty-five (25) shareholders. The Company
received gross proceeds in the amount of $20,000 from the sale of a total of
400,000 shares of common stock, $.0001 per value per share (the "Common Stock"),
in an offering conducted pursuant to Section 3(b) and 4(2) of the Securities Act
of 1933, as amended (the "Act"), and Rules 505 and 506 of Regulation D
promulgated thereunder. These offering were made in the State of Georgia and the
State of Florida. The Company undertook the offering of shares of Common Stock
on December 1, 1998.
Item 5. Indemnification of Directors and Officers
The Company has not made any provision for the indemnification of its
officers or directors. The Articles of Incorporation and by-laws do not have any
provisions for indemnification. Neither the Company's Articles of Incorporation
nor by-laws makes provisions for the purchase of liability insurance on behalf
of it officers or directors. The Company does not maintain any such liability
insurance.
Transfer Agent
The Company is serving as its own transfer agent until it becomes
eligible for quotation with NASD.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended January 15, 1998,
has been examined to the extent indicated in their reports by Dorra, Shaw, &
Dugan, independent certified accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are included herein,
on Page F-1 hereof in response to Part F/S of this Form 10-SB.
13
<PAGE>
FUNDAE CORPORATION
FINANCIAL STATEMENTS
AS OF JANUARY 15, 1999
<PAGE>
Fundae Corporation
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditor's Report.......................................... Page F-2
Balance Sheet......................................................... Page F-3
Statement of Operations and Accumulated Deficit....................... Page F-4
Statement of Cash Flows............................................... Page F-5
Notes to Financial Statements......................................... Page F-6
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Fundae Corporation
Palm Beach, Florida
We have audited the accompanying balance sheet of Fundae Corporation (a Florida
corporation and a development stage company) as of January 15, 1999, and the
related statements of operations, accumulated deficit and cash flows for the
period December 1, 1998 (date of inception) to January 15, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/S/ Dorra Shaw & Dugan
Certified Public Accountants
January 15, 1999
F-2
<PAGE>
<TABLE>
Fundae Corporation
( A Development Stage Company)
BALANCE SHEET
<CAPTION>
<S> <C> <C>
January 15, 1999
- ----------------------------------------------------------------------------
ASSETS
Current Assets:
Cash $ .. 20,000
--------
TOTAL CURRENT ASSETS ............................................... 20,000
--------
$ 20,000
--------
LIABILITIES
Current Liabilities:
Accrued expenses $ .... 6,737
--------
TOTAL CURRENT LIABILITIES .......................................... 6,737
--------
$ 6,737
--------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 share authorized
1,400,000 shares issued and outstanding ... 140
Additional paid-in-capital ... 33,360
Accumulated (deficit) ... (20,237)
--------
TOTAL STOCKHOLDERS' EQUITY ......................................... 13,263
--------
$ 20,000
--------
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE>
<TABLE>
Fundae Corporation
( A Development Stage Company)
STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT
<CAPTION>
<S> <C> <C> <C>
For the period December 1, 1998 (date of inception) to January 15, 1999
-------- --------
Revenues ............................................. $ 0
- ------------------------------------------------------ -------- --------
Operating expenses:
Professional fees ..... 18,000
Taxes and licenses .... 1,237 19,237
- ------------------------------------------------------ -------- --------
Loss before income taxes ............................. (19,237)
Income taxes ........................................ 0
-------- --------
Net loss ............................................. (19,237)
Accumulated deficit - December 1, 1998 ............... (1,000)
-------- --------
Accumulated deficit - December 15, 1998 .............. $ (20,237)
-------- --------
Net loss per share ................................... $ (0.01)
-------- --------
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
<TABLE>
FUNDAE CORPORATION
(A Development Stage Company)
Statement of Cash Flows
<CAPTION>
<S> <C>
For the period December 1, 1998 (date of inception) to January 15, 1999
- -------------------------------------------------------------------- --------
Operating Activities:
Net loss ...................................................... $(19,237)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase (decrease) in:
Accrued expenses ... 6,737
- -------------------------------------------------------------------- --------
Net cash used by operating activities .............................. (12,500)
- -------------------------------------------------------------------- --------
Financing activities:
Issuance of Common Stock .. 32,500
- -------------------------------------------------------------------- --------
Net cash provided by financing activities .......................... 32,500
- -------------------------------------------------------------------- --------
Net increase in cash ............................................... 20,000
- -------------------------------------------------------------------- --------
Cash - January 15, 1999 ............................................ $ 20,000
- -------------------------------------------------------------------- --------
</TABLE>
See Accompanying Notes to Financial Statements
F-5
<PAGE>
Fundae Corporation
Notes to Financial Statements
December 15, 1998
Note A - Summary of Significant Accounting Policies:
Organization
Fundae Corporation (a development stage company) is a Florida Corporation
organized March 16, 1995 to sell chocolate malts, flavorings and related
products. The Company failed in its attempt to implement its initial business
plan and during June 1996 abandoned its efforts. The Company had no operations
for the period prior to June 1996. The Company was inactive from June 1996 to
the date of reinstatement by the State of Florida on December 1, 1998.
The Company has a new business plan, which was adopted on or about December 1,
1998, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
On March 16, 1995, the Company issued 500,000 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial officer -
stockholder. On or about December 1, 1998, third parties purchased the shares
from the initial officer - stockholder. The same third parties purchased at
$0.05 per share, 400,000 shares of the common stock of the Company in a private
placement pursuant to Regulation D of the SEC. On or about December 1, 1998, the
Company issued 500,000 shares of its common stock to its sole officer in
exchange for services valued at $12,500.
See Accompanying Notes to Financial Statements
F-6
<PAGE>
Note B - Stockholders' Equity (Cont'd):
At January 15, 1999, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 1,400,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock is issued and
outstanding.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $19,237 that may be offset
against future taxable income. If not used, the carry forward will expire in
2014.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through January 15,
1999. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern. Currently management is committed to
obtain additional capital.
See Accompanying Notes to Financial Statements
F-7
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3.(i).1 Articles of Incorporation filed March 16, 1995
3.(i).2 Articles of Amendment filed January 20, 1999
3.(ii).1 By-laws
27 Financial Data Schedule
Item 2. Description of Exhibits
See Item 1 above.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Fundae Corporation
(Registrant)
Date: January 15, 1999 BY:__________________________
A. Rene Dervaes, Jr. President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
January 15, 1999 BY:______/s/________________ Director, President,
A. Rene Dervaes, Jr. Secretary, Treasurer
EXHIBIT 3(i).1
ARTICLES OF INCORPORATION
OF
FUNDAE CORPORATION
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I. NAME
The name of the corporation shall be: FUNDAE CORPORATION. The principal
place of business of this corporation shall be 265 Sunrise Avenue, Suite 204,
Palm Beach, Florida 33408.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 10,000 shares of common stock having a
par value of $.0001.
ARTICLE IV. ADDRESS
The street address of the initial registered office of the corporation
shall be 265 Sunrise Avenue, Suite 204, Palm Beach, Florida 33480, and the name
of the registered agent of the corporation at that address is Donald F.
Mintmire.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
This corporation shall have no Directors, initially. The affairs of the
Corporation will be managed by the shareholders until such time Directors are
designated as provided by the Bylaws.
<PAGE>
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator to these Articles of
Incorporation is:
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, Florida 33480
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on
this 13th day of March, 1995.
--------------------------------
Donald F. Mintmire
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 13th day of March,
1995, by DONALD F. MINTMIRE, who is personally known to me, and who (did/did
not) take an oath.
--------------------------------
Notary Public
Donald F. Mintmire having been designated to act as Registered Agent hereby
agrees to act in this capacity.
--------------------------------
Donald F. Mintmire
EXHIBIT 3(i).2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
FUNDAE CORPORATION
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 10,000 shares of common stock having a
par value of $.0001 per share.
To be changed to read as follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 50,000,000 shares of common stock having
a par value of $.0001 per share; and 10,000,000 shares of preferred stock, with
the specific terms, conditions, limitations, and preferences to be determined by
the Board of Directors without shareholder approval.
Add:
ARTICLE VIII. SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF
DISSENTERS RIGHTS
The Board of Directors shall be and are hereby authorized to enter into on
behalf of the corporation and to bind the corporation without shareholder
approval, any and all acts approving (a) the terms and conditions of a merger
and/or a share exchange; and (b) divisions, combinations and/or splits of shares
of any class or series of stock of the corporation, whether issued or unissued,
with or without any change in the number of authorized shares; and shareholders
affected thereby, shall not be entitled to dissenters rights with respect
thereto under any applicable statutory dissenters rights provisions.
<PAGE>
Add:
ARTICLE IX. CONFLICT OF INTEREST
Any related party contract or transaction must be authorized, approved or
ratified at a meeting of the Board of Directors by sufficient vote thereon by
directors not interested therein or the transaction must be fair and reasonable
to the Corporation.
Add:
ARTICLE X. INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors, Employees and
Agents in accordance with the following:
(a) The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was otherwise serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful. The termination of any action, suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful.
(b) The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed action
or suit by or in the right of the Corporation, to procure a judgment in its
favor by reason of the fact that he 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 another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to whether such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
<PAGE>
or in defense of any claim, issue or matter therein, he shall be indemnified
gainst expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the officer,
director, employee or agent is proper under the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's power to
purchase and maintain insurance on behalf of 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
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.
Add:
Article XI. Law Applicable to Control-Share Voting Rights.
The provisions set forth in Fl. Stat. 607.0902 do not apply to
control-share acquisitions of shares of the Corporation.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as follows:
N/A
<PAGE>
THIRD: The date of each amendment's adoption: DECEMBER 15, 1998
FOURTH: Adoption of Amendment(s) check one:
____x____ The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient for
approval.
________ The amendment(s) was/were approved by the shareholders through
voting groups.
The following statements must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by
----------------------------------------------------."
(Voting Group)
________ The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
________ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 18th day of January, 1999.
BY: _________________________________________
(By the Chairmand or Vice Chairman of the
Board of Directors, President, or other officer
if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
/s/ A. Rene Dervaes, Jr.
Typed or printed Name
Rene Dervaes, Jr.
President
Title
EXHIBIT 3(ii).1
BY-LAWS
OF
FUNDAE CORPORATION
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Florida shall be
located in the City of West Palm Beach. The Corporation may have such other
offices, either within or without the State of Florida, as the business of the
Corporation may require from time to time.
The Registered Office of the Corporation may be, but need not be,
identical with its principal office in the State of Florida and the address of
the Registered Office may be changed from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
at such time and place each year as the Board of Directors shall determine for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors shall not be held
at any annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the shareholders to
be held as soon thereafter as may be convenient.
SECTION 2. SPECIAL MEETING. Special meetings of the shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth (1/5) of the voting power of all shareholders of the Corporation.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place
within or without the State of Florida as the place of meeting for any annual
meeting, or any place either within or without the State of Florida as the place
of meeting for any special meeting called by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS AND WAIVER. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the President, or the Secretary, or the officer or persons calling the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail in a sealed envelope addressed to the shareholder at
his address as it appears on the records of the Corporation, with postage
thereon prepaid. Notice of any shareholders' meeting may be waived in writing by
any shareholder at any time before or after the meeting.
<PAGE>
SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of Florida, and
consent to the holding of a meeting, such meeting shall be valid without call or
notice, and at such meeting any corporate action may be taken.
SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors of the Corporation may fix in advance a date, not exceeding sixty (60)
and not less than ten (10) days prior to the date of any meeting of
shareholders, or to the date for the payment of any dividend or for the
allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
shareholders entitled to receive payment of any such dividend or to receive any
such allotment of rights, or to exercise rights in respect of any exchange or
reclassification of shares; and the shareholders of record on such date shall be
the shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend or to receive such allotment of rights or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If no record date is fixed by the Board of Directors, the
date on which notice of the meeting is mailed shall be deemed to be the record
date for the determination of shareholders entitled to vote at such meeting.
Transferees of shares which are transferred after the record date shall not be
entitled to notice of or to vote at such meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
book for shares of the Corporation shall at least ten (10) days before each
meeting of shareholders, make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address and the
number of shares held by each shareholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the meeting. The original share ledger or stock transfer
book, or a duplicate thereof kept in this State, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
stock transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the Corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy, and such proxy may be withdrawn at any time.
SECTION 10. VOTING OF SHARES. Each outstanding share of Common Stock shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
<PAGE>
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the joint names of four (4) or more fiduciaries shall be
voted in the manner determined by the majority of such fiduciaries, unless the
instrument or order appointing such fiduciaries otherwise directs.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares (except that if the right to vote be expressly given in writing to the
pledgee and notice thereof delivered to the Corporation in writing by the
pledgee, the shareholder shall not have the right to vote the shares so pledged)
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Unless prohibited by the
Articles of Incorporation, any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
SECTION 13. ADJOURNMENTS. If a meeting is adjourned to another time or
place, notice of the adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. The
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days or a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
<PAGE>
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS AND EXECUTIVE COMMITTEE. The business and affairs
of the Corporation shall be managed by its Board of Directors. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
two (2) or more of its number to constitute an Executive Committee, who, to the
extent provided in the resolution, shall have and exercise the authority of the
Board of Directors in the management of the Corporation.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution passed by the Board or by the shareholders (any such
resolution of either the Board of Directors or shareholders being subject to any
later resolution by either of them) but in no event shall such number be less
than one. No resolution shall have the effect of shortening the term of any
incumbent director. Directors shall be elected at the annual meeting of
shareholders and shall continue in office until their successors shall have been
elected and qualified. Directors need not be residents of Florida nor need they
be the holder of any shares of the capital stock of the Corporation.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Florida, for holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the President or
any two (2) directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the State
of Florida, as the place for holding any special meeting of the Board of
Directors called by them.
SECTION 5. NOTICE. Written notice of any special meeting shall be given to
each director at least two (2) days before the meeting, either by personal
delivery, telegram, cablegram, or facsimile. Any director may waive notice of
any meeting. The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, and a waiver of any and all objections to the
place of meeting, the time of meeting, or the manner in which it was called or
convened, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. The purpose of and the business to be transacted at any
special meeting of the Board of Directors must be specified in the notice or
waiver or notice of such a meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by or in the
manner prescribed in the By-Laws shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, provided, that if less
than a majority of the directors are present at that meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
<PAGE>
SECTION 7. MANNER OF ACTING. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at
a meeting of the Directors of a corporation or any action which may be taken at
such meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of all directors and
such consent shall have the same effect as a unactual vote.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors or in
a directorship to be filled by reason of an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office
or until the next succeeding annual meeting of shareholders. Any directorship to
be filled by reason of an increase in the number of directors may be filled by
election by the Board of Directors for a term of office continuing until the
next election of the directors by the shareholders.
SECTION 10. COMPENSATION. Directors may by resolution of the Board of
Directors, establish a fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 11. REMOVAL. At a meeting of shareholders called expressly for that
purpose, directors may be removed, with or without cause, by a vote of the
majority of the shares then entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
SECTION 1. CLASSES. The officers of the Corporation shall be a President, a
Treasurer, and a Secretary, and such other officers and assistant officers as
from time to time may be deemed necessary by the Board of Directors and elected
in accordance with the provisions of this Article. Any two (2) or more offices
may be held by the same person, except that the offices of President and
Secretary may not be held by the same person. The failure to elect a President,
Secretary or Treasurer shall not affect the existence of this Corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death, his resignation or his removal from office in the
manner hereinafter provided.
<PAGE>
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
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 6. VICE PRESIDENT. In the absence of the President or in the event
of his inability or refusal to act, the Vice President shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall: (a)
have charge and custody of and be responsible for all funds and securities of
the Corporation; (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Article V of these
By-Laws; and (c) in general perform all the duties from time to time assigned to
him by the President or the Board of Directors. Nothing herein shall require the
Board of Directors to require a bond.
SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under this seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
<PAGE>
sign with the President, or Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) sign with the President, or Vice President, certificates
for shares for the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors; (g) have personal charge of the stock
transfer books of the Corporation; and (h) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Secretaries, as and if
authorized by the Board of Directors, may sign with the President or Vice
President certificates for shares of the Corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Treasurers and Assistant Secretaries in general shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, respectively, or by the
President or the Board of Directors.
SECTION 10. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECK AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents, of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
<PAGE>
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and Secretary. All
certificates for shares shall be consecutively numbered. The name of the persons
owning the shares represented thereby with the number of shares and date of
issue shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only by the registered holder thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
share. The person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the resolution of
the Board of Directors.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE IX
SEAL
The Board of Directors shall if needed provide a corporate seal which shall
be in the form of a circle and shall have inscribed thereon appropriate wording.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these By-Laws, or under the provisions of the Articles of Incorporation, or
under the provisions of the corporation laws of the State of Florida or other
jurisdiction, waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
<PAGE>
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the power and authority to alter, amend
or rescind the ByLaws of the Corporation at any regular or special meeting at
which a quorum is present by a vote of a majority or the whole Board of
Directors, subject to the power of the shareholders to change or repeal such
By-Laws at any annual or special meeting of shareholders at which a quorum is
present, by a vote of a majority of the stock represented at such meeting,
provided, that the notice of such meeting shall have included notice of any
proposed alteration, amendment or rescission.
I certify that these are the By-Laws adopted by the Board of Directors of
the Corporation.
BY: ___________________________________
A. Rene Dervaes, Jr., Secretary
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