UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB12-G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
LEISURE CONCEPTS INTERNATIONAL INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4032991
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 Purple Martin Drive
Hackettstown, New Jersey 07840
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number 908-813-0418
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Securities to be registered pursuant to Section 12(g) of the Act:
8,332,000 Shares of Voting Common Stock
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
As of January 31, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
8,340,000 shares of voting common stock
Traditional Small Business Disclosure
(check one): Yes X No
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INDEX
ITEMS PAGE
Item 1. BUSINESS 3
Item 2. FINANCIAL INFORMATION 5
Item 3. PROPERTIES 11
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 11
Item 5. DIRECTORS AND EXECUTIVE OFFICERS 12
Item 6. EXECUTIVE COMPENSATION 15
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 16
Item 8. LEGAL PROCEEDINGS 17
Item 9. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTER 17
Item 10. RECENT SALES OF UNREGISTERED SECURITIES 18
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO
BE REGISTERED 18
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 18
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 19
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 29
Item 15. FINANCIAL STATEMENTS AND EXHIBITS 29
SIGNATURES 30
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Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
LEISURE CONCEPTS INTERNATIONAL INC. (the "Company"), a
development stage company, was organized on August 26, 1996 as
Overstreet Business Systems, Inc., under the laws of the State of
Delaware, having the stated purpose of engaging in any lawful act
or activity for which corporations may be organized.
The Company was initially formed to lease cars and light
commercial vehicles to companies in the United Kingdom for
business purposes. The Company believed that companies in the
U.K. required fleets of automobiles to transport their executive
employees and that there was a lack of automobile providers to
fill such need.
The Company's initial business plan failed because of poor
strategy and the lack of a viable marketing plan. The Company
then decided to enter the computer software market after it
failed in the car leasing market. The Company began to pursue
the possibility of consummating a merger with a computer hardware
company which would complement the Company's new software
operations and create a good vertically integrated combination.
The Company believed that its efforts to acquire a computer
oriented entity would be enhanced if it changed its name to one
more identifiable with that industry. The Company then on
October 7, 1996 decided to change its name from Overstreet
Business Systems to Disnet.
The Company failed to consummate a merger with a computer
oriented entity and management of the Company resigned on
December 4, 1996. The new management of the Company took over on
that date and decided to seek to consummate a merger or business
acquisition with another entity.
As part of this effort, the Company was introduced to a leisure
and travel company, Leisure Concepts International Ltd., for the
purpose of consummating a merger. After negotiation and
discussion, the Company merged with Leisure Concepts
International Inc., on November 12, 1998. As a result of the
merger, the Company effected a 1 for 15 reverse split leaving
740,000 shares of its common stock with the existing Disnet
shareholders. There was also 7,400,000 post reverse split shares
issued to Leisure Concepts International Inc. The majority of
the shares of Disnet were transferred to Leisure Concepts
International Inc. The management of Disnet resigned from their
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posts and Mr. R.J. Peel was appointed President of the newly
formed entity. In light of the Company's new direction into the
travel and leisure industry, it was decided that the Company
change its name to Leisure Concepts International Inc.
The Company has no operating history and there is no assurance of
when, if ever, the Company will become profitable.
The Company is currently not conducting any business. It is
instead developing its infrastructure and its reporting and
operating systems which will be the main asset for the company's
operation. The infrastructure includes the development and
design of the Company's web site which will be the primary access
to the Company's travel services by customers. The Company also
is attempting to develop contacts in the industry for the purpose
of developing future associations with travel operators. The
Company is also assessing the costs associated with the
production of holiday and travel brochures, promotional
literature to travel industry related associations and consumers.
Additionally, other marketing avenues are currently being
assessed by the Company including radio, television, internet and
bill board campaigns.
The Company is also seeking to develop and establish brand names
for the various travel packages which the Company hopes to offer.
The brand names that the company intends to promote will fall
under Suntimes, for the family oriented holiday packages,
Wildtimes for the holidays aimed at the younger 18-30 age range
and Easytimes for the older generation. These brands will have
the common features of offering the type of holidays that people
seek. Suntimes will be aimed at family's looking for a resort
that has facilities for both adults and children, with plenty to
do, in a safe environment. Wildtimes will be aimed at the young
generation looking for a busy, noisy energetic holiday.
Easytimes holidays will be aimed at the older generation which
seeks quieter more relaxed holidays without any disturbances, and
include numerous day excursions as part of the package.
The Company intends on acquiring niche profitable businesses
within the travel industry in order to enhance itself. At this
time however it has not identified or located any proposed
acquisitions. There are no proposals, arrangements or
understandings currently between the Company and any other party
in regard to such an acquisition.
The Company is aware of the competitiveness within the travel
industry which has grown more intense with the development of the
internet. The Company plans to aggressively market its service
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through all mediums, including radio, television, internet and
bill board campaigns in order to maximize its entry into the
industry and to remain competitive. It is also planned that the
Company will seek to develop packages which are not currently
marketed by other major competitors in the industry for the
purpose of obtaining a share of such underdeveloped markets. The
Company is currently researching and examining which
underdeveloped markets it should target and will evaluate the
possibility of success in those markets accordingly.
The travel market in the United Kingdom is highly competitive,
with the top four tour operators controlling eighty (80%) percent
of the marketplace. There are currently over 6,000 tour operators
in the United Kingdom, of which 200 are members of the
Association of Independent Tour Operators ("AITO"). The
Company believes that there is an opportunity to consolidate in
the marketplace. The top four operators operate their own chain
of travel agents which is detrimental to smaller operators as the
latters' brochures do not get the privileged positions with these
travel agents. The Company will therefore seek to develop
alliances with travel agents for the purpose of obtaining a
recognizable and visible identity in the marketplace. Investors
are alerted that competition in the travel industry is strong and
there is no guarantee that the Company's plans will be
successful.
The Company currently has three employees all of whom are part-
time employees.
Item 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company. Its principal
business as an integrated travel group is to provide all-
inclusive travel services to recognized destinations worldwide
and to destinations which have not been traditionally serviced by
other travel service companies.
The Company intends to implement its plan by fostering joint
ventures in a number of specialized areas. Specialized areas
include areas in which other travel/vacation companies have
minimal exposure, such as cruising, vacation ownership and online
travel services. The Company is developing its existing
operations acquired through the acquisition of Leisure Concepts
and will utilize the available management expertise to become a
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leading operator in the constantly evolving travel and tourism
industry. Available management expertise is the vast experience
that the management team has amassed over their years spent in
the industry, their in-depth knowledge of the operating systems
required and the range of contacts within the industry. There is
no assurance of when, if ever, the Company will become a leading
operator in the industry.
The Company believes that developing an internet travel channel
requires key expertise. This expertise includes an understanding
of marketing, advertising and technology sections of the travel
industry. Such knowledge is then to be transformed onto the
internet and used in a manner which effectively will utilize the
potential of the internet. Management will utilize this
expertise to integrate its background in the travel industry onto
the internet. It will seek to develop the internet's offering of
diverse air fares into an offering of complete package holidays
which is an area that management possesses expertise. Chairman
of the Company, Kevin Leech, is responsible for the floatation of
two internet companies on NASDAQ and AMEX. He has expertise in
the development of internet channels combined with the knowledge
of the travel industry which Raymond Peel possesses. The Company
hopes this expertise will benefit the Company by reducing the
need for travel agents which will result in savings to the
Company on commissions it would need to pay out to these agents.
The Company will focus its efforts in three specific areas: on-
line travel services, European cruises and European vacation
ownership. These areas have been underdeveloped by other
competitors in the travel industry and provide the Company with
the best opportunity to develop a solid market position.
Integral to the Company's success is the development of the
internet travel channel which will facilitate the Company's
ability to field customer demand.
The Company's short term plans are to find a suitable Tour
Operator with which to merger. The Company cannot put a time
frame on finding a suitable acquisition or merger candidate an
there is no guarantee that the Company will be able to locate
such a candidate. Additionally, the Company intends on
developing its infrastructure and its reporting and operating
systems which will be the main asset for the company's operation.
The infrastructure includes the development and design of the
Company's web site which will be the primary access to the
Company's travel services by customers. The Company also intends
on developing contacts in the industry for the purpose of
developing future associations with travel operators. The
Company is also assessing the costs associated with the
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production of holiday and travel brochures, promotional
literature to travel industry related associations and consumers.
The Company also seeks to develop an internet travel channel
which will offer flights, hotel reservations, package holidays,
car rentals, destination information, weather reports and a
holiday auction service. The site will be developed by
integrating services that the group will be acquiring in its
consolidation strategy, in addition to providing the ability to
independent tour operators to have their brochures featured on
the site. Once established, the site expects to take a
reasonable share of the travel agent market in the United Kingdom
by offering lower cost service to the tour operators than that
which they are currently paying to the traditional retailing
channels.
The Company's plans are by no means simple and investors are
alerted that any investment in the Company is complex and risky.
There can be no assurance that the Company will succeed in its
efforts or maintain a profitable business. 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.
The Company has been advanced funds of $34,000 by Glen
Investments and these are the only amounts which have been
received into the company over the last fiscal year. These funds
are to pay for legal and accounting costs. Glen Investments is
an investment company owned 100% by Chairman Kevin R. Leech. The
terms under which funds have been loaned to the company are that
no interest is to be paid by the company and Glen Investments
will be repaid in full all the monies loaned to the Company when
the Company has sufficient resources to repay that loan. Should
the Company require extra funds then it is expected that
shareholders will be asked to inject funds to complete the filing
process with the SEC.
In the event the Company needs to seek funds from shareholders,
it shall first elect to source funds from Glen Investments which
has previously provided such funding. There is no guarantee that
Glen Investments will provide such funding. In that event, the
Company will turn to shareholders owning more than 10% of the
Company's common stock and seek funding from such shareholders
upon terms and conditions similar to that of Glen Investments.
There cannot be any guarantee that such shareholders will provide
the Company with such funding. In such event, the Company will
re-evaluate its plans and its proposed operations to determine
whether it would be feasible to continue to implement its
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business plan.
The Company would not seek funding beyond its limitations and
would ensure that the Company would operate as efficiently as
possible to keep costs as streamlined as possible. The Company
will not seek funding beyond that which it foresees it will be
able to re-pay over a period of twelve (12) months. Should a
sudden jump in inflation occur the company's prices may then have
to rise in line with inflation.
Inflation could have an adverse affect on the Company's
operations. If inflation were to jump suddenly then the company
could experience difficulties in raising capital to carry out its
expansion and consolidation strategy. In this instance the
Company would still seek the required funding. However, the
Company would be limited in the amount of capital it could raise.
The Company intends on acquiring niche profitable businesses
within the travel industry in order to enhance itself. Tour
operators serving underdeveloped areas of the travel industry
will be sought to be acquired by the Company for the purpose of
targeting less competitive destinations. Areas to be developed
include cruises, vacation ownership plans and internet travel web
sites.
There is no guarantee that the Company's plans will be
successful. Additionally, as the Company has minimal liquidity,
there is no guarantee that it will be able to sustain its
operations over the next twelve (12) months if it cannot achieve
its stated goals.
YEAR 2000 DISCLOSURE
Many currently installed computer systems and software products
are coded to accept only two digit entries in the date code field
and cannot distinguish 21st century dates from 20th century
dates. These date code fields will need to distinguish 21st
century dates from 20th century dates and, as a result, many
companies' software and computer systems may need to be upgraded
or replaced in order to comply with such "Year 2000"
requirements.
The Company believes that its systems are Year 2000 compliant in
all material respects and that it has taken every precaution to
insure the same. The Company has not incurred material costs to
date in this process, and currently does not believe that the
cost of additional actions will have a material effect on results
of operations or financial condition. However, the Year 2000
issue is a very uncertain one and the Company cannot
guarantee that its current systems and products may contain
undetected errors or defects with Year 2000 date functions that
may result in material costs.
The Company is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000. The Company may experience serious unanticipated negative
consequences or material costs caused by undetected errors or
defects in the technology used in its internal systems. In
addition, the Company utilizes third-party equipment, software
and content, including non-information technology systems ("non-
IT systems"), such as its security system, building equipment and
non-IT systems embedded micro-controllers that may not be Year
2000 compliant. The Company is in the process of developing a
plan to assess whether these third parties are adequately
addressing the Year 2000 issue and whether any of its non-IT
systems have material Year 2000 compliance problems. Failure of
such third-party equipment, software or content to operate
properly with regard to the Year 2000 issue could require the
Company to incur unanticipated expenses to remedy any problems,
which could have a material adverse effect on its business,
results of operations, and financial condition. The Company has
not yet fully developed a comprehensive contingency plan to
address situations that may result if it is unable to achieve
Year 2000 readiness of its critical operations. The cost of
developing and implementing such a plan may itself be material.
Finally, the Company is also subject to external forces that
might generally affect industry and commerce, such as utility or
transportation company Year 2000 compliance failures and related
service interruptions.
The Company states that this disclosure complies with the
directives of the Securities and Exchange Commission,
specifically Staff Legal Bulletin No. 5 (CF/IM), regarding Year
2000 issues.
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SELECTED FINANCIAL DATA SCHEDULE
LEISURE CONCEPTS INTERNATIONAL INC.
(A Development Stage Company)
FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED January 31, 1999
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
Jan. 31, 1999 Jan. 31, 1999
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<S> <C> <C>
Cash and Cash Items $ 0 $ 0
Marketable Securities 0 0
Notes and Accounts Receivable 0 0
Allowances for doubtful accounts 0 0
Inventory 0 0
Total Current Assets 0 0
Property, plant and equipment 0 0
Accumulated depreciation 0 0
Total assets 0 0
Total current liabilities 13,500 0
Bonds, mortgages and debt 0 0
Preferred stock - redemption 0 0
Common stock 8,332 0
Other stockholders' equity (21,832) 0
Total Liabilities and
Stockholders' equity 0 0
Net Sales of Tangible Products 0 0
Total Revenues 0 0
Cost of Tangible Goods Sold 0 0
Total Costs and Expenses applicable
To sales and revenues 0 0
Other costs and expenses 68,170 99,070
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes and other items 0 0
Income tax expenses 0 0
Income/loss continuing
operations (68,170) (99,070)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (68,170) (99,070)
</TABLE>
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Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at Trafalgar
House, 11 Waterloo Place, London SW1Y 4AU, United Kingdom and
also at 20 Purple Martin Drive, Hackettstown, New Jersey 07840.
The Company's office in Hackettstown, New Jersey is utilized as
Both offices are supplied free of charge by its shareholders.
The Company has no other significant assets or property. It
utilizes office equipment which is supplied at no cost by one of
the Company's shareholders.
The Company is currently provided with office space and use of
office equipment in London by one of its shareholders, Melchrisea
Holdings Limited. The Company is provided with office space and
use of office equipment in New Jersey by another of its
shareholders, Aircruise Ltd.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets for the information, to the best
knowledge of the Company as of January 31, 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 and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
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Raymond J. Peel 1,000,000 shares 12%
(Chief Executive Officer)
Aircruise Ltd. 1,614,750 shares 20%
(beneficial owner -
Raymond J. Peel)
9 Hope Street
Douglas, Isle of Man
General Capital Ltd. 1,041,000 shares 12.5%
(beneficial owner -
David Chester)
375 South End Avenue
New York, New York
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L. Wise Investments Ltd. 944,350 shares 11.5%
(beneficial owner -
C.J. Driscoll)
Swan Ventures Ltd. 1,900,000 shares 22.5%
(beneficial owner -
K.R. Leech)
All Officers and Directors 5,555,750 shares 67.0%
(3 individuals including
beneficial Ownership)
The principals behind each of the entities listed above are
identified as the beneficial owner for the shares held by each of
the entities.
The Company has been advised that each of the persons
listed above has sole voting, investment, and dispositive power
over the share indicated above. Percent of Class (third column
above) is based on 8,332,000 shares of common stock outstanding
on January 31, 1999.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Kevin Leech 54 Chairman None
Ray Peel 51 Chief Executive Officer None
George Smith 52 Chief Financial Officer None
David Chester 48 Director None
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 respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Mr. Kevin Leech is the Executive Chairman of ML Laboratories plc
("ML"), a United Kingdom company listed on the London Stock
Exchange which is engaged in the research and development of
ethical pharmaceuticals and related products. He is the co-
founder of ML and controls 53% of that company's equity. He is
also Executive Chairman of Queensborough Holdings plc, a United
Kingdom company listed on the London Stock Exchange whose
principal activities are in the leisure sector, and of which he
owns 29.7% of the equity. In addition, Mr. Leech is a principal
shareholder in excess of sixty privately-owned companies by
virtue of his controlling interest in those companies resulting
from his role as a provider of private venture capital. The
activities of the companies are varied and include other leisure
and technology-related companies, including The Corporate Net
plc. In October 1998, Mr. Leech was awarded an honorary
Doctorate of Laws degree from the University of Manchester.
Mr. Kevin Leech is also the majority shareholder in Queensborough
Holdings PLC, which is publicly listed on the London Stock
Exchange. Queensborough Holdings operates in the United Kingdom
entertainment and leisure industry. However, Queensborough
operates various visitor attractions and holiday parks within the
United Kingdom and does not delve into the travel industry.
Therefore, management believes there is no conflict of interest
between Mr. Leech's ownership of interests in both the Company
and Queensborough.
Mr. Ray Peel has over 26 years in international airline contract
operations. He was previously Chief Executive Officer of
Paramount Airways operating from the UK to Far East. Ray
successfully positioned the company in the leisure travel
industry and negotiated a key joint venture with Dragon Air in
Hong Kong. Prior to this Ray was Chief Executive Officer of Sun
World Inc Ray has extensive knowledge of both the leisure and
aircraft operations businesses and has served as an advisor and
consultant on the development of leisure travel In addition Ray
served on the International Aviation Committee (IAC) on safety
for over six years as UK representative.
Mr. George Smith (FCA) is a highly experienced Chartered
Accountant formerly of Arthur Andersen who provides substantial
financial acumen. George previously served as a Senior Director
of Evans Halshaw, the second largest vehicle distributor in the
UK, after being recruited from Freshfields where he was Finance
director. During his tenure at Evans Halshaw, he oversaw the
establishment of a joint venture operation with a turn-over of
$1.2b now the second largest fleet car management company in the
UK.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
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a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
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The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 6. EXECUTIVE COMPENSATION
SUMMARY
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 year
ended January 31, 1999, nor at 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 forego any compensation until such time as an accusation 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.
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended January
31, 1999.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
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including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended January 31, 1999 and 1998, there were no material
transactions, or series of similar transactions, except as
attached, since the beginning the Company's last fiscal year, or
any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in
which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is
known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
The Company has obtained an advance of funds from Glen
Investments which is utilized to cover the statutory obligations
and administrative expenses of the Company. There is no
currently formal arrangement between the Company and Glen
Investments regarding this advancement or repayment of such
funds.
The Company uses 1,000 square feet of space for its executive
offices at Trafalgar House, 11 Waterloo Place, London, United
Kingdom which it receives from one of its shareholders, L.Wise
Investments Ltd., at no cost. This office space is used by
management to operate from to identify and to communicate with
possible merger or business acquisition candidates. The
Company's United Kingdom administration needs are also conducted
from this office. The Company also utilizes similar space in
Hackettstown, New Jersey to address administrative needs in the
United States. Once a merger or business acquisition has taken
place, alternative arrangements will be sought.
The Company realizes that it will not be able to utilize the
space of its shareholders for an indefinite period of time and,
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as the Company's operations grow over the next twelve (12)
months, the Company shall require its own separate functional
space in both London and New Jersey. The Company hopes to
acquire such space either on its own efforts or with its
acquisition or merger with a tour operator. The Company at this
time has held preliminary discussions with a number of tour
operators for the purpose of acquiring their business or merging
into their business. There is currently no definite plan or
understanding between the Company and any of the parties with
whom it has held preliminary discussions regarding any
acquisition or merger.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended January 31, 1999 and 1998, there
were no material transactions between the Company and its
management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal years
ended January 31, 1999 and 1998, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to
own of record or beneficially more than 5% of any class of the
company's common stock, or any member of the immediate family of
any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET PRICE OF AND DIVIDENDS FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. At January 31,
1999, there were approximately 153 holders of record of the
<PAGE>
<PAGE>
issued and outstanding shares of the Company's common stock. The
Company has never paid a dividend on its outstanding equity. The
Company currently has no established public trading market for
its common stock.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
The Company initially issued 8,800,000 shares to two (2)
investors as founder shares. The two individuals who received
founder shares were Warren Investments Ltd., and Astrid Property
Holdings. The issuance of these shares were exempt from
registration pursuant to Section 4(2) of the Securities Act of
1933 as the issuance of these shares did not involve any public
offering. Neither Warren Investments or Astrid Property Holdings
are affiliates of the Company or its management.
The Company thereafter conducted a private placement of 2,200,000
shares at $.01 per share under Regulation D of the Securities Act
of 1933. This private placement qualified for an exemption from
registration pursuant to Rule 504 of Regulation D as the funds
raised were under $1 million and the shares were offered under a
private placement to both accredited and non-accredited
investors. The Company acquired an additional thirteen (13)
shareholders through the private placement.
Subsequent to the Company's merger with Leisure Concepts
International, and the reverse split of shares pursuant to the
terms of the merger, the Company issued an additional 200,000
shares to a consultant for services rendered to the Company in
regard to the merger. The consultant who received shares for his
services is 3W Capital Limited. The issuance of these shares were
exempt from registration as distribution to employees under Rule
144 of the Securities Act of 1933 as they were not part of any
public offering and are afforded "safe harbor" under Section 4(1)
of the 1933 Act. 3W Capital Limited is not an affiliate of the
Company or management.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The securities of the registrant to be registered are 8,332,000
shares of full voting common stock, $0.01 par value.
Each holder of a share of common stock has equal power to vote on
all matters brought before shareholders.
The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to
such extent as they deem advisable, in the manner and upon the
terms and conditions provided by statute and the Certificate of
Incorporation. Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums
as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in
the manner in which it was created.
There are no lock-up agreements or by-laws which would delay,
defer or prevent a change in control of the Company.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
<PAGE>
<PAGE>
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Leisure Concepts
International, Inc.
We have audited the accompanying balance sheet of Leisure
Concepts International Inc. (a development stage company) as of
January 31, 1999, and the related statements of loss, cash flows
and stockholders' equity, for the year then ended, and
for the period from December 29, 1995 (inception) to January 31,
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 audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Leisure Concepts International Inc. as of January 31, 1999,
and the results of its operations and its cash flows for the year
operations and its cash flows for the year then ended and for the
period from December 29, 1995 (inception) to January 31, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has losses
form operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Notes 2 and 4. The financial statements do not
include any adjustments that might result form the outcome of
this uncertainty.
Graf & Repetti
New York, New York, February 26, 1999
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
JANUARY 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets
Cash $ 0
Other Current Assets 0
----------
Total Current Assets 0
Other Assets 0
----------
Total Assets $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued Expenses $13,500
-----------
Total Current Liabilities $13,500
Other Liabilities 0
-----------
Total Liabilities $13,500
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 8,332,000
Shares 8,332
Additional Paid in Capital 77,238
Deficit Accumulated During
the Development Stage (99,070)
-----------
Total Stockholders' Equity (13,500)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED JANUARY 31, 1999 AND
FROM DECEMBER 29, 1995 (INCEPTION TO JANUARY 31, 1999)
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
Jan. 31, 1999 Jan. 31, 1999
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 3,500 3,500
Legal 10,000 10,000
Rent 8,400 8,400
Filing Fee 50 150
Contributed Services - Note 6 46,020 46,020
Other Start Up Costs 200 31,000
---------- ----------
Total Operating Expenses 68,170 99,070
---------- ----------
Operating Loss $(68,170) $(99,070)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(68,170) $(99,070)
NET LOSS PER SHARE $ (0.03) $(0.09)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,397,753 1,107,947
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JANUARY 31, 1999 AND
FROM DECEMBER 29, 1995 (INCEPTION TO JANUARY 31, 1999)
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
Jan. 31, 1999 Jan. 31, 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(68,170) $(99,070)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 13,500 13,500
-------- --------
Total Adjustments 13,500 13,500
-------- --------
Net Cash Used in
Operating Activities (54,670) (85,570)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Issuance of
Common Stock 7,600 18,600
Additional Paid In Capital 47,070 66,970
-------- --------
Net Cash Provided by
Financing Activities 54,670 85,570
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- --------
Corporate Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF
8,800,000
SHARES
AUGUST 26, 1996 8,800,000 $ 8,800 $ 0 $(8,800) $ 0
ISSUANCE OF
2,200,000 SHARES
SEPTEMBER 26, 1996 2,200,000 2,200 19,800 0 22,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
JANUARY 31, 1998 0 0 100 (22,100) (22,000)
-----------------------------------------------------------
BALANCE
JANUARY 31, 1998 11,000,000 11,000 19,900 (30,900) 0
One-for-15 REVERSE
STOCK SPLIT
NOVEMBER 12,1998 (10,268,000) (10,268) 10,268 0 0
Issuance of
7,600,000 shares
NOVEMBER 12, 1998 7,600,000 7,600 (7,400) (200) 0
NET LOSS
FOR THE
YEAR ENDED
JANUARY 31, 1999 0 0 54,470 (67,970) (13,500)
-----------------------------------------------------------
BALANCE
JANUARY 31, 1999 8,332,000 $8,332 $77,238 $(99,070) $(13,500)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LEISURE CONCEPTS INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Leisure Concepts International Inc.,
("the Company") is a for-profit corporation incorporated under
the laws of the State of Delaware on December 29, 1995. Leisure
Concepts International Inc., is a developmental stage company
whose principal business objective is to provide all-inclusive
travel services to recognized destinations worldwide. It will
focus on three specific areas: online travel services,
European cruises and European vacations.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. 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 these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 4.
NOTE 2 - USE OF OFFICE SPACE
On February 1, 1998, the Company began using office space for its
executive offices at two locations, both of which it receives
from two of its shareholders at no cost. The fair market value
of the 200 square foot office at 11 Waterloo Place, London, UK is
$400 per month. The fair market value of the 200 square foot
office at 20 Purple Martin Drive, Hackettstown, NJ is $300 per
month. Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.
<PAGE>
<PAGE>
NOTE 3 - EARNINGS PER SHARE
For the Year From Inception
Ended To
Jan. 31, 1999 Jan. 31, 1999
--------------------------------------
Net Loss per share $(0.03) $(0.09)
NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to January
31, 1999 no revenue and a net loss from operations of $99,070.
As of January 31, 1999, the Company had a net capital deficiency
of $13,500.
The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
start up its travel services operations. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. Leisure
Concepts International Inc., does not have a working capital line
of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding.
NOTE 5 - PURCHASE OF LEISURE CONCEPTS INTERNATIONAL LTD.
On November 12, 1998, the Company entered into an agreement
whereby it agreed to purchase 100 percent of the issued and
outstanding stock of Leisure Concepts International Ltd., a
company incorporated under the laws of England. Leisure Concepts
International Ltd is a developmental stage company with no assets
or liabilities as of October 31, 1998. Under the agreement, the
Company's 11,000,000 then outstanding shares underwent for a one-
for-15 reverse split into 732,000 shares. The Company then
issued 7,400,000 post reverse split shares with a par value of
$7,400 to the shareholders of Leisure Concepts International Ltd
in exchange for 100 percent of the issued and outstanding stock
<PAGE>
<PAGE>
of Leisure Concepts International Ltd. An additional 200,000
shares of post-reverse split shares were issued to consultants in
connection with the purchase. After the purchase, the Company
had 8,332,000 shares of stock outstanding.
NOTE 6 - CONTRIBUTED SERVICES
On November 12, 1998, four of the company's officers began
rendering services on behalf of the company at no cost. The fair
market value is $4,374 per officer per month. Each amount is
reflected as an expense with a corresponding credit to additional
paid in capital.
NOTE 7 - SUBSEQUENT EVENT AND RELATED PARTY TRANSACTION
After January 31, 1999, Glen Investments paid $13,500 of
liabilities on behalf of Leisure Concepts International Inc. Glen
Investments is owned by one of the officers of LCI. The loan is
not evidenced by a note. The informal agreement calls for no
payment of interest. LCI intends to repay the loan out of any
fund raising that it may carry out or when the company achieves
sustainable revenue.
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in and disagreements with accountants on accounting
and financial disclosure.
Item 15. FINANCIAL STATEMENTS, EXHIBITS AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
LEISURE CONCEPTS INTERNATIONAL, INC.
- -----------------------------------
(Registrant)
Date: August 4, 1999
By: /s/ R.J. Peel
--------------
President
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at 1050 South State Street,
Dover, Delaware 19901. The registered agent in charge
thereof shall be Corp. America Inc.
Section 2. The corporation may also have offices at such
other places as the Board of Directors may from time to
time appoint or the business of the corporation may
require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS'MEETINGS
Section 1. Meetings of stockholders shall be held at the
registered office of the corporation in this state or at such
place, either within or without this state, as may be selected
from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall be held on the 30th day of December in each
year if not a legal holiday, and if a legal holiday, then on the
next secular day following at 11 o'clock a.m.., when they shall
elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date
designated therefor, the directors shall cause the meeting to be
held as soon thereafter as convenient.
Section 3. ELECTION OF DIRECTORS: Elections of the directors of
the corporation will be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the stock-
holders may be called at any time by the President, or the Board
of Directors, or stockholders entitled to cast votes at the
particular meeting. At any time, upon written request of any
person or persons who have duly called a special meeting, it
shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of
the request, and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do
so.
Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto,
unless all stockholders entitled to vote are present and
consent.
Written notice of a special meeting of stockholders stating the
time and place and object thereof, shall be given to each
stockholder entitled to vote thereat at least 14 days before
such meeting, unless a greater period of notice is required by
statute in a particular case.
Section 5. QUORUM: 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 stockholders.
If less than a majority of the outstanding shares entitled to
vote is 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 stockholders present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable proxy
regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, written notice of any meeting
shall be given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at
such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to
be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less that 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. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder. No share of stock upon which any installment
is due and unpaid shall be voted at any meeting. The list shall
be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors, three in number.
The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of
one year, and until his successor shall be elected and shall
qualify or until his earlier resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board
shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be
determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the Board
may be called by the President on 14 days notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority
of the directors.
Section 4. QUORUM: A majority of the total number of
directors shall constitute a quorum for the transaction of
business.
Section 5. CONSENT IN LIEU OF MEETING: Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may
participate in a meeting of the Board, of a committee of the
Board or of the stockholders, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person
at such meeting.
Section 7. COMPENSATION: Directors, as such, shall not receive
any stated salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board of
Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election
of directors, except that when cumulative voting is permitted,
if less than the entire Board is to be removed, no director may
be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at
an election of the entire Board of Directors, or, if there be
classes of directors, at an election of the class of directors
of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the directors and shall be a President, Secretary
and Treasurer. The Board of Directors may also choose a
Chairman, one or more Vice Presidents and such other officers as
it shall deem necessary. Any number of offices may be held by
the same person.
Section 2. SALARIES: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation
shall hold office for one year and until their successors are
chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of Directors
whenever, in its judgment, the best interest of the corporation
will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive officer of the corporation; he shall preside at all
meetings of the stockholders and directors; he shall have
general and active management of the business of the
corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of
the directors to delegate any specific powers, except such as
may be by statute exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation. He shall be EX-OFFICIO a member of all
committees, and shall have the general power and duties of
supervision and management usually vested in the office of
President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk
thereof, and record all the votes of the corporation and the
minutes of all its transactions in a book to be kept for that
purpose, and shall perform like duties for all committees of the
Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, and under
whose supervision he shall be. He shall keep in safe custody
the corporate seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings
of the Board, or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of
the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall
be filled by the Board of Directors. Vacancies and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director. If at any time, by reason of death
or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of these By-
law's.
Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE: When one
or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by
attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its
other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall
be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf
of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its
principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDEND, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear
the corporate seal and shall be signed by the President and
Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on the
he books of the corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be
made which inconsistent with law.
Section 3. LOST CERTIFICATE: The corporation may issue a new
certificate of stock in the place of any certificate signed by
it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
Section 4. RECORD DATE: In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other
action.
If no record date is fixed-.
(a) The record date for determining stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on
which the first written consent is expressed.
(c) The record date for determining stockholders for
any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare
and pay dividends upon the outstanding shares of the
corporation, from time to time and to such extent as they deem
advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend there may
be set aside out of the net profits of the corporation such sum
or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests
of the corporation, and the directors may abolish any such
reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as
the Board of Directors may from time to time designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the first
day of January.
Section 3. NOTICE: Whenever written notice is required to
be given to any person, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by
telegram, charge prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for
the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and,
in the case of a special meeting of stockholders, the general
nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is
required by statute, or by the Certificate or the By-law's of
this corporation, a waiver thereof in writing, signed by the
person or persons entitle to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the
giving of such notice. Except in the case of a special meeting
of stockholders, neither the business to be transacted at nor
the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person either in person
or by proxy, at any meeting shall constitute a wavier of notice
of such meeting, except where a person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION Any payments made to an
officer or employee of the corporation such as a salary,
commission, bonus, interest, rent, travel or entertainment
expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service,
shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall
be the duty of the directors, as a Board, to enforce payment of
each such amount disallowed. In lieu of payment by the officer
or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation
has been recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at any time, such resignation to be in writing and to
take effect from the time of its receipt by the corporation,
unless some time be fixed in the resignation and then from that
date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement of
the business and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented in
whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.
ARTICLE XI - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigation (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its disposition: provided,
however, that, if the Delaware General Corporation Law requires,
the payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such
person while a director or officer), to repay all amounts so
advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT: If a written claim under
paragraph (a) of this Section has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the
Delaware Corporation law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained in
sub-paragraphs (a) and (b) of this section, the corporation
shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any By-law, agreement, vote of stockholders 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 director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
(d) INSURANCE: The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote
of stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast thereon, at
any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.
