UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
LONDON SOFTWARE INDUSTRIES INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4047693
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
52-30 Pacific Concourse Drive
Suite 350
Los Angeles, California 90045
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number 310-643-4467
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Securities to be registered pursuant to Section 12(g) of the Act:
6,000,000 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 April 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
6,000,000 issued and outstanding
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Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
LONDON SOFTWARE INDUSTRIES INC., (the "Company"), a development
stage company, was organized in April 1997 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
under the General Corporation Law of Delaware.
The Company was formed to develop software and computer related
educational material which was to be distributed through the
medium of CD-ROM markets for personal and business use. The
Company also seeks to conduct research and development of
educational software for the distribution on the new DVD high
density market.
The Company conducted key research pertaining to consumer demand
and retail sales. In January 1998, the Company, through
consultants, produced a draft report in the form of an
information Memorandum which indicated a strong potential market
for both reference and educational CD-Roms. The financial
projections included with the report were also encouraging. The
Company at this stage decided to approach potential investors for
the purpose of raising additional funds for research, product
sourcing and preparation for production and marketing.
In May 1998, a number of investors had been approached however
none were prepared to invest funds for research and production.
The Company thereafter decided to prepare a Private Placement
Memorandum to raise funds for the purpose of conducting such
research. The Company thereafter prepared and distributed a
Private Placement Memorandum in January 1999 which sought to
raise $20,000.00 for research by offering 2,000,000 shares at a
price of $.01 per share. The Private Placement Memorandum was
successful and fully subscribed.
The directors are now determined that the Company should become
active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses. It is the directors' opinion that the company will
be more attractive to potential business partners and candidates
if the Company is a reporting one. The Company has began to
consider and investigate potential business opportunities however
has not yet located any probable candidates.
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The Company is a development stage company and seeks to become
reporting with the Securities and Exchange Commission for the
purpose of making information regarding its efforts available to
the public.
Once funded the Company will seek to develop software capable of
converting from the hard copy into an html based context, so that
it may be immediately and efficiently placed onto a digital CD
Rom for mass production. It is also the intention of the Company
to develop software that will be able to convert hard copy into a
format so that the CD Roms may be viewed from the traditional
game consoles that are popular with children. The educational
titles will be aimed at the children's market and an attempt will
be made by the Company's titles to make learning and education
fun. The Company will not develop its own content for the CD
Roms. Rather it will seek to obtain content from independent
vendors through licensing deals. The selection of the content to
be marketed by the Company will be solely in the best discretion
and judgment of management. It should be noted that, at this
time, the Company has no licensing arrangements or deals with any
third party. Once the Company obtains the right to market the
content, it shall out source the manufacturing of the CD Roms.
The Company believes that by doing so it shall be able to keep
costs to a minimum. The majority of our costs will come in the
production of the CD Roms.
The Company is a developmental stage company and, at this time,
its costs have been mainly associated with the research and
initial development of the Company's concept. As such, the
Company has utilized minimal resources to date. The company
utilises equipment as supplied in the offices that we are based
from. The shareholder that supplies the office space, as part of
the office space also provides for computer and administrative
equipment that you would normally associate with a working
office.
Item 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company. The Company has no
assets and no recent operating history.
The Company's goal is to develop educational and reference
software products which will be distributed on DVD high density
disks. The Company will design and market home shopping
catalogues, literary works of classic authors, reference books,
virtual reality museums, business related data bases, city guides
for tourists and residents and teaching aids. The Company's
emphasize "user friendliness" software which is both attractive
and entertaining. The targeted group of the company's software
will be able to be used by novice and intermediate computer users
and children.
The range of products will combine elements from the best
existing products with innovative ideas. Many of the products
will be self-financing joint ventures providing the programming
expertise. The company also plans to offer a comprehensive after
sales and technical support service. A web site and e-mail
facilities will give customers a high degree of technical
software as well as provide updates, fixes and information on new
products. The Company's products will seek to combine elements
from successful software packages with the Company's innovative
ideas as set forth above. These innovative ideas include those
set forth in the Company's proposed portfolio of products.
There is no certainty that the Company will be successful in
implementing its business plan or, if it does implement its plan,
be able to become profitable. Potential investors are alerted
that the investment in the Company is highly speculative and
involves a high degree of risk.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient investment in the
Company to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. There is no assurance that the Company
will be able to obtain additional funding when and if needed, or
that such funding, if available, can be obtained on terms
acceptable to the Company.
There is no certainty that the Company's business will be
successful or profitable. There is also no certainty that the
Company will be able to operate a successful business. Potential
investors are alerted that the investment in the Company is
highly speculative and involves a high degree of risk.
The material activities of the management since inception has
been to develop the Company's business strategy and to research
the overall CD-Rom market. This has been done by attending
seminars on technology and business, as they relate to technology
markets, and by discussing the overall market with entrepreneurs
already established in the field. Management has also been
identifying the various title segments and concepts which the
Company will seek to produce in the CD Rom format. This has been
important in terms of developing the overall product which the
Company will produce. Management has also been speaking with
potential licensee partners who have content to offer the Company
for inclusion in the Company's CD-Roms. Potential producers of
the CD-Roms have also been sought through networking and
introductions. The Company has expended $23,000 in start up
costs which consist of initial research into the marketplace, the
preparation of the business plan and the printing of the business
plan.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company's
research and selection of CD and DVD products will succeed or be
accepted by the public. Additionally, the DVD market is highly
undeveloped and there is substantial risk attributed to the
investment and entry into such market.
Because the Company lacks 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 the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
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 develops material operations. At that time,
management will evaluate the possible effects of inflation on the
Company as it relates to its business and operations.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company expects its products to be self-financing joint
ventures. Management will negotiate with third parties to
produce and distribute the CD-Roms in exchange for an agreed
share of the profits. There is however no guarantee that the
Company will be able to negotiate a favorable arrangement with
any third party and, at this time, the Company has not commenced
any negotiations with any third party regarding such an
arrangement. Additionally, the Company may seek to acquire or
merge with an existing entity which may provide the Company with
either the content for the production of the CD-Roms or with the
ability to actually produce them. To this end, the Company will
only undertake such a merger or acquisition on terms which it
deems favorable to the shareholders. At this time, the Company
has no prospective plans, tentative or otherwise, or is involved
in any negotiations to enter into a merger, acquisition or joint
venture or any other business combination.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
PROPOSED OPERATIONS
The Company plans to establish and develop a marketing concept
not fully exploited in the UK and Europe - the CD Rom as a
principal source of information at home and in the office.
The quality, variety and usefulness of the product will determine
the level of demand for individual products and is the key to the
success of the business. Typical examples of the innovative
range of CD-Roms which the company will create are discussed
below.
The Company is carrying out extensive research in the various CD
Rom marketplaces and in light of such research the company
intends to establish the following portfolio of products:
Home shopping CD catalogues: The cost of publishing and
distributing catalogues is a major cost in the mail order
industry. The CD Rom offers home shopping companies the
opportunity to bring all the information currently provided by a
catalogue into the home at a fraction of the cost.
Literary works: The complete works of major authors can be
stored conveniently in CD Rom form. Although not designed for
general reading purposes, the CD Roms provide an excellent source
of reference material and provide background information on the
author and commentary on each book. These CD-Roms are ideal for
students, academics and readers alike.
Reference books: Sources of reference such as dictionaries,
thesauruses, atlases, publications for enthusiasts (such as the
railways, motor vehicles, stamps etc). The CD Rom has proved
itself as an excellent media for providing interactive access to
this type of information.
Virtual reality museums: Aimed at the Art enthusiast, these CD's
allow the user to study in detail a range of pictures, artists
and other related information.
Data bases: The CD's 600 million byte (Mb) capacity makes it
ideal for storage of vast quantities of data. Business
information, statistics, stock market data and legislation are
typical examples of ideal applications.
City guides: Detailed information on a city, in which one lives
or is staying in, is not always easily accessible. By compiling
a database, which can be searched by criteria, provides the user
with an easy way of organizing meetings, days or evenings out, or
simply looking up where to go for what. Add-on features will
include booking facilities, reviews of clubs, bars and
restaurants and access to a database for a current "whats on"
guide.
Teaching aids: Experience has shown that interactive teaching
through a computer is an extremely effective method of teaching.
By incorporating tests, quizzes, speech and a tailored tutorial
into the product, learning can be fun and therefore more
productive. Languages, school curriculum or general interest
subjects can be covered.
The range of products will combine elements from the best
existing products with innovative ideas in the portfolio shown
above. No products will be created unless they can meet set
quality standards and no product distributed until it has been
fully tried and tested. The customer will know that whatever he
buys, he will be satisfied.
The company plans to make sure that each product will be
carefully budgeted to ensure profitability at conservative
volumes. The manufacture of CD Roms will be subcontracted at
predetermined rates, resulting in the cost base of each title
able to be determined in advance with a high degree of accuracy.
The company plans to offer a comprehensive after sales and
technical support service. A web site and e-mail facilities will
give customers a high degree of technical support as well as
provide updates, fixes and information on new products.
Many of London Software's applications will be joint ventures
with companies using traditional publishing methods where CD Roms
are a more effective means of providing information to the end
user. This market is limited by new ideas and the company's
ability to deliver the right product at the right price.
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 April 30,
1999 no revenue and a net loss from operations of $140,550.00.
As April 30, 1999, the Company had a net capital deficiency of
$12,500.00.
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
research and development of its software. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. The
Company 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. The Company anticipates that
its existing capital resources will enable it to maintain its
current implemented operations for at least 12 months, however,
full implementation of its business plan is dependent upon its
ability to raise substantial funding.
Currently, the Company has sufficient capital to cover the cost
of its operations for the next twelve (12) months which the
Company foresees will primarily consist of further research of
the Company's concept and also networking and discussions by the
Company's management with individuals and entities involved in
the CD-Rom software development field. The Company however
believes that it shall require additional capital in order to
implement its business plan once research of its concept is
completed. It is not anticipated that the Company will be able
to meet its financial obligations through internal net revenue in
the foreseeable future beyond twelve (12) months as the Company
has yet to generate sales of its product or to begin substantial
operations. Therefore, future sources of liquidity will be
limited to the Company's ability to obtain additional debt or
equity funding. Investors are alerted that the Company does not
have a working capital line of credit with any financial
institution and that there is no guarantee or assurance that the
Company will be able to raise such funds.
In the event the Company needs additional funding, it shall elect
to source funds from its shareholders owning more than 10% of the
Company's common stock and seek funding from such shareholders.
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 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.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem. Research
and development undertaken by the Company to this date has
consisted of attending seminars on technology and business, as
they relate to technology markets, and by discussing the overall
market with entrepreneurs already established in the field.
Management has also been identifying the various title segments
and concepts which the Company will seek to produce in the CD Rom
format. No material operations have been implemented by the
Company to date and it is not foreseen that material operations
will exist by January 1, 2000. The Company does not currently
own computer equipment and therefore does not foresee the Year
2000 issue to create a problem for it. In the event the Company
purchases computer equipment prior to January 1, 2000, it will
insure that any system or software it utilizes is Y2K compliant.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. Its research
and development of software and programs will be cognizant of the
Year 2000 problem and address this issue. 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
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED APRIL 30, 1999
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
Apr. 30, 1999 Apr. 30, 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 12,450 12,450
Bonds, mortgages and debt 50 50
Preferred stock - redemption 0 0
Common stock 6,000 6,000
Other stockholders' equity (18,500) (18,500)
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 140,550 203,600
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes and
and other items (140,550) (203,600)
Income tax expenses 0 0
Income/loss continuing
operations (140,550) (203,600)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (140,550) (203,600)
</TABLE>
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Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 52-30 Pacific
Concourse Drive, Suite 350, Los Angeles, California 90045. The
Company also maintains offices at 31 Church Road, Hendon, London.
The company at this time has no other material assets or
property.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of March 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
- ---------------- -------------------- --------
Quality Worldwide Ltd. 600,000 10%
1 Great Cumberland Place
London, UK
(M. Griffiths)
Grademore Analysis Limited 600,000 10%
168 Church Road Hove
Sussex, UK
(H. Boylett)
Jubilee Systems Limited 600,000 10%
211 Eagle Place
Piccadilly, London UK
(K. Aluko)
Wing Capital Limited 670,000 11.2%
25 Turnbull Lane
Gibraltar
(J. Wing)
Channing Investments Limited 670,000 11.2%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(G. Cowan)
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Bradwall Limited 650,000 10.8%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(Alan Bowen)
Melchrisea Holdings Limited 500,000 8.3%
25 Turnbull Lane
Gibraltar
(M. Driscoll)
Alan Bowen 165,000 2.8%
41 Bluebell Meadow
Sherwood, UK
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 6,000,000 shares of common stock outstanding as of the
date of this filing.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Alan G R Bowen 54 President and Director None
Barbara Platts 71 Secretary 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:
Alan G.R. Bowen, the Company's president and director since 1997,
is a graduate in Mathematics from Birmingham University and
worked as a graduate trainee for Unilever before moving into
retailing with British Shoe Corporation, part of the Sears Group.
In 1971, he joined NSS Newsagents and progressed to become Retail
Director and then Group Managing Director. He left NSS
Newsagents after it was taken over by Gallahers Tobacco and
formed an independent Mayfair Cards, a greetings card company.
Alan G.R. Bowen is also a director of Mayfair Cards
(Waterlooville) Limited, a United Kingdom Corporation.
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Barbara Platts has had a distinguished career in the marketing
and strategy of many companies, operating on a consultancy basis.
Barbara started her career in the 1960's and brings extensive
marketing experience to the Company. In the past she has
represented at senior level various companies in all stages of
development. She has had extensive experience in the software
industry and will use her vast associations to assist in moving
the company forward. She currently holds zero stock in the
Company.
To the best 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
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
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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.
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 no plans at the present to compensate
its directors.
COMPENSATION TABLE: None
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended April
30, 1999.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
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PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: Compensation is paid to the three
operational directors as set forth above.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
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
WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended April 30, 1999 there were no material transactions, nor are
there any currently proposed 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, executive officer, security
holder, or immediate family member thereto, has any
interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended April 30, 1999 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 April 30, 1999, 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.
Use of office space and equipment by the company is provided by
one of the shareholders to assist the Company in developing its
operations. The Company uses office space for its executive
offices at two locations, both of which it receives from one of
its shareholders at no cost. The fair market value of the 1,000
square foot office at International House, 31 Church road,
Hendon, London UK is $300 per month. Use of this office space
began August 10, 1998. The fair market value of the 600 square
foot office at 52- 30 Pacific Concourse Drive, Suite 350, Los
Angeles, California is also $300 per month.
Once the Company begins to generate sufficient income to cover
such expenses, it shall repay its officers for their work based
upon the fair market value of their total services contributed.
There is no formal agreement for such repayment and the officers
understand that there is no guarantee that they shall ever
receive such repayment or an amount equal to the fair market
value of the services.
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. On April 30, 1999,
there were approximately 148 holders of record of the issued and
outstanding shares of Issuer's common stock. The Company, to the
best of its knowledge, obtained 148 shareholders subsequent to
the issuance of an initial issuance of shares upon its
incorporation and a Regulation D 504 offering which was
undertaken in January 1999. Issuer 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 conducted a private placement pursuant to Rule 504 of
Regulation D of the Securities Act of 1933 on January 4, 1999
whereby the Company offered 2,000,000 shares of common stock at a
price of $.01 per share. The transaction was exempt from
registration pursuant to the Regulation D exemption.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The securities of the registrant to be registered are 6,000,000
shares of voting common stock, $0.001 par value.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers of the Company are
provided under Section XI of the Company's By-laws, a copy of
which is attached hereto as an Exhibit 3. Additionally, Delaware
General Corporation Law provides for the indemnification of
Directors and Officers performing duties at the request of the
Company.
<PAGE>
<PAGE>
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of London Software
Industries Inc.
We have audited the accompanying balance sheet of London Software
Industries Inc., (a development stage company) as of April 30,
1999 and the related statements of loss, cash flows and
shareholders' equity for the year then ended, and for the period
from December 31, 1996 (inception) to April 30, 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 standard 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, evidences 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 audits provide 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 London Software Technologies, as of April 30, 1999, and the
results of its operations and its cash flows for the year then
ended and for the period from December 31, 1996 (inception) to
April 30, 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 4 to the financial statements, the Company has losses
from 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 4. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf Repetti & Co., LLP.
New York, New York, June 25, 1999
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEET
FOR THE YEAR ENDING APRIL 30, 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
Accounts Payable $ 0
Accrued Expenses 12,450
-----------
Total Current Liabilities $12,450
Other Liabilities - Loan Payable 50
-----------
Total Liabilities $12,500
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 6,000,000
Shares 6,000
Additional Paid in Capital 185,100
Deficit Accumulated During
the Development Stage (203,600)
----------
Total Stockholders' Equity (12,500)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED APRIL 30, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 1999
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
April 30, 1999 April 30, 1999
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 15,000 15,000
Rent (Note 2) 4,100 4,100
Filing Fee 50 100
Contributed Services (Note 5) 100,000 159,000
Other Start Up Costs 19,000 23,000
---------- ----------
Total Operating Expenses 140,550 203,600
---------- ----------
Operating Loss $(140,550) $(203,600)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(140,550) $(203,600)
NET LOSS PER SHARE $ (0.03) $(0.06)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,476,712 3,659,624
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 1999
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
April 30, 1999 April 30, 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(140,550) $(203,600)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Contributed Services and rent 104,100 163,100
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 12,450 12,450
-------- --------
Total Adjustments 116,550 175,550
-------- --------
Net Cash Used in
Operating Activities ( 24,000) ( 28,050)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Loan Payable 0 50
Additional Paid In Capital 4,000 8,000
Proceeds from Issuance of
Common Stock 20,000 20,000
-------- --------
Net Cash Provided by
Financing Activities 24,000 28,050
-------- --------
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>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO APRIL 30, 1999
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid inCap Deficit Equity
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF
4,000,000 SHARES
APRIL 25, 1997 4,000,000 $ 4,000 $ 0 $(4,000) $ 0
BALANCE AS OF
APRIL 30, 1997 4,000,000 4,000 0 (4,000) 0
NET LOSS FOR THE
YEAR ENDED
APRIL 30, 1998 0 0 59,000 (59,050) (50)
----------------------------------------------------------------
BALANCE
APRIL 30, 1998 4,000,000 4,000 59,000 (63,050) ( 50)
CANCELLATION OF
3,999,998 SHARES
JANUARY 3, 1999 (3,999,998) (4,000) (4,000) 0 0
ISSUANCE OF
3,999,998 SHARES
JANUARY 3, 1999 3,999,998 4,000 0 0 4,000
ISSUANCE OF
2,000,000 SHARES
FEBRUARY 2, 1999 2,000,000 2,000 18,000 0 20,000
NET LOSS FOR
THE YEAR ENDED
APRIL 28, 1999 0 0 104,100 (140,550) (104,100)
----------------------------------------------------------------
BALANCE
APRIL 30, 1999 6,000,000 $6,000 $126,159 $(203,600) $(108,070)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
LONDON SOFTWARE INDUSTRIES, INC., ("the Company") is a for profit
corporation incorporated under the laws of the State of Delaware
on December 31, 1996. London Software Industries Inc., is a
developmental stage company whose principal objective is to
create and market a portfolio of CD Roms to include home shopping
CD catalogues, literary works, reference books, virtual reality
museums, data bases, city guides and teaching aids.
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. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all short-term investments with maturity of three
months or less to be cash equivalents.
D. 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 5.
E. Research and Development Costs
Research and development costs charged to expense are $16,000 for
the year ended April 30, 1999 and also from inception to April
30, 1999.
F. Issuance of Common Stock
Consideration for issuance of the 4,000,000 shares of common
stock on April 25, 1997 consisted of intellectual property
including the start up of the Company. This consideration was
valued at the par value of the stock for lack of an objective
fair market value. Consideration for issuance of the 3,998,998
shares of common stock on January 3, 1999 consisted of payment by
the shareholder of research and development and consultant fees
in the amount of $4,000. Consideration for issuance of the
4,000,000 shares of common stock on February 2, 1999 consisted of
$20,000.
NOTE 2 - USE OF OFFICE SPACE
The Company uses office space for its executive offices at two
locations, both of which it receives from one of its shareholders
at no cost. The fair market value of the 1,000 square foot
office at International House, 31 Church road, Hendon, London UK
is $300 per month. Use of this office space began August 10,
1998. The fair market value of the 600 square foot office at 52-
30 Pacific Concourse Drive, Suite 350, Los Angeles, California is
also $300 per month. Use of this office space began March 29,
1999. Before that, the Company used 600 square feet of office
space at 1750 Montgomery Street, San Francisco, CA with a fair
market value of $300 per month from November 30, 1998 to March
29, 1999. Each amount is reflected as an expense with a
corresponding credit to additional paid-in-capital.
NOTE 3 - EARNINGS PER SHARE
For the Year For the Year
Ended Ended
April 30, 1999 April 30, 1998
---------------------------------------
Net Loss per share $(0.03) $
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 April 30,
1999 no revenue and a net loss from operations of $203,600. As
of April 30, 1999 the Company had a net capital deficiency of
$12,500.
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 the
start up of 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. London Software Industries 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.
See Note 6.
NOTE 5 - CONTRIBUTED SERVICES
On September 26, 1997, two of the Company's officers began
rendering services on behalf of the Company at no cost. The fair
market value is $4,167 per officer per month. Each month is
reflected as an expense with a corresponding credit to additional
paid in capital.
NOTE 6 - LOAN PAYABLE - TECH GROUP AND RELATED PARTY TRANSACTION
As of April 30, 1999, Tech Capital Group has paid $50 of expenses
on behalf London Software Industries Inc. The president of LSI
is a 10% shareholder in Tech Capital Group. Tech Capital Group
will lend up to $65,000 to LSI upon request. The loan is not
evidenced by a note. The informal agreement calls for no payment
of interest. LSI intends to repay the loan out of any fund
raising that it may carry out or when the company achieves
sustainable revenue.
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEET (unaudited)
FOR THE YEAR ENDING APRIL 30, 1998
<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
Accounts Payable $ 0
Accrued Expenses 50
-----------
Total Current Liabilities $ 50
-----------
Total Liabilities $ 50
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 4,000,000
Shares 4,000
Additional Paid in Capital 185,100
Deficit Accumulated During
the Development Stage (203,600)
----------
Total Stockholders' Equity ( 50)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED APRIL 30, 1998 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 1998
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
April 30, 1998 April 30, 1998
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 0 0
Legal 0 0
Filing Fee 00 50
Contributed Services (Note 5) 59,000 59,000
---------- ----------
Total Operating Expenses 59,000 59,050
---------- ----------
Operating Loss $( 59,000) $( 59,050)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $( 59,000) $( 59,050)
NET LOSS PER SHARE $ (0.02) $(0.02)
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 1998 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 1998
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
April 30, 1998 April 30, 1998
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $( 59,000) $( 63,050)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 0 50
-------- --------
Total Adjustments 0 50
-------- --------
Net Cash Used in
Operating Activities ( 59,000) ( 63,000)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Loan Payable 0 0
Additional Paid In Capital 59,000 63,050
Proceeds from Issuance of
Common Stock 0 0
-------- --------
Net Cash Provided by
Financing Activities 59,000 63,050
-------- --------
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>
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.
LONDON SOFTWARE INDUSTRIES INC.
- ----------------------
(Registrant)
Date: August 19, 1999
By: /s/ Alan Bowen
----------------------
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.
