UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
EUROPEAN TECHNOLOGY ENTERPRISES INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4044714
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2500 City West Boulevard
Destec Tower, Suite 300
Houston, Texas 77042
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (713) 267-2348
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Securities to be registered pursuant to Section 12(g) of the Act:
Voting Common Stock 6,000,000
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:
Voting common stock 6,000,000
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 13
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 14
Item 8. LEGAL PROCEEDINGS 15
Item 9. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTER 15
Item 10. RECENT SALES OF UNREGISTERED SECURITIES 15
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO
BE REGISTERED 15
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 15
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 22
Item 15. FINANCIAL STATEMENTS AND EXHIBITS 22
SIGNATURES 24
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Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
EUROPEAN TECHNOLOGY ENTERPRISES INC., (the "Company"), a
developmental stage company, was organized on December 31, 1996
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 formed to enter the telecommunications industry
and provide international telephone interface service. The
company sought to provide two types of service to consumers: call
re-routing via a cheaper international carrier and telephone
calling card service. Its business plan was to install
communication equipment to re-route calls directly, purchasing
time from an international call carrier.
In February 1997, the Company sought to raise funds pursuant to a
private placement to one investor to implement its business plans
and fund research of its idea by issuing 3,500,000 shares of
common stock at $0.01. The placement was exempt from
Registration pursuant to Section 4(6) of the Securities Act of
1933. The Company was successful in raising $35,000.00 however
was unsuccessful in implementing its business plan. Investors to
the Company requested that they be represented on the Board of
Directors and the Company's management resigned from their
position to pursue other endeavors as they did not wish to devote
further time to the Company and to research and assess available
market opportunities. New management was brought in to pursue
the goals of the Company.
After additional research, the Company believed that there was a
market for its ideas and that the telecommunications market was
poised for rapid development. At that point, the Company sought
to pursue a merger or alliance with an existing corporation which
would be inclined to implement the Company's business plan. The
Company has been unable to attract a potential candidate for the
purpose of effectuating a merger or alliance. It has therefore
chosen to voluntarily become a reporting company with the
Securities and Exchange Commission in order to become more
attractive and to obtain a trading symbol from the NASD.
The Company has engaged in research to identify the most
profitable markets to develop its plan. The findings of that
research indicate that the telecommunications industry, although
dominated by big name players, is ripe for further growth. The
Company has also researched competition in the industry and
evaluated the costs involved with setting up its technology
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infrastructure. The Company has also been identifying the
particular areas of the telecommunications industry which it
feels there is the best growth prospects, call routing and most
feasible to establish and operate. Management has also been
addressing and researching the immense competition coming from
the cellular telephone industry which threaten the use of land
phones. Management has also been exploring possible acquisition
targets that could be carried out once the requisite funding is
in place. At this time however, no such discussions or
negotiations have commenced with any such entity.
The Company's management believes that the telecommunications
industry is ripe for growth and therefore additional research
should be completed in order to determine the best service and/or
product which the Company can provide to capitalize on the
industry's potential. The Company has obtained funding for this
additional research by conducting a private placement pursuant to
Regulation D 504 in accordance with a Private Placement
Memorandum dated December, 10, 1998, which raised $25,000 through
the sale of 2,500,000 shares of common stock.
The business plan of the Company has not yet been fully
implemented because market research is still being conducted.
This is to ascertain the exact opportunities in this quickly
evolving marketplace. The company is made aware of these
opportunities and each one is carefully researched to give the
management a clear picture of the future possibilities that might
be achieved for that particular opportunity.
The Company's initial product focus will be on providing call re-
routing services to business's with international call traffic.
In addition to this the Company intend to operate a charge card
facility for corporate clients and individuals. The card is aimed
at the business traveler and can be used to make substantial
savings on calls back to the UK.
Once the Company initiates its business plan, the Company will be
subject to the rules and regulations of OFTEL, the
telecommunications regulatory body in the United Kingdom.
Management will takes all steps necessary to insure that the
Company is in compliance with all rules and regulations of OFTEL
and that the Company's operations will remain in compliance with
those regulations.
The Company at this time is considered a shell company based on
the fact that the Company has no significant assets. The Company
is filing this Form 10SB12-G to make information about the
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Company more readily available to potential investors,
prior to a proposed private placement to raise funds to implement
the business plan. The Company is currently a developmental
stage company and currently has no material operations. The
directors are now determined that the Company should become
active in seeking potential business opportunities with the
intent to acquire or merge with such businesses. The Company has
began to consider and investigate potential business
opportunities.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company and is also considered
a shell company at this time based upon the fact that the Company
has no significant assets. The Company's principal business
purpose is to locate and consummate a merger or alliance with a
private entity. Because of the Company's current status having
no assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will
be a probable change in control of the Company.
Potential investors are alerted that any investment in the
Company is highly complex and risky. The Company has only
limited resources and no assets at this time making it very
difficult for the Company to find favorable opportunities. There
can be no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its shareholders. The Company
will select any potential business opportunity based on
management's business judgment.
The Company is not a blank check company as defined by the
Securities and Exchange Commission. The definition of a blank
check company is one which has no specific business or plan other
than to consummate an acquisition of or merge into another
business or entity. This Company has a specific business plan
which is to enter the telecommunications industry and provide
international telephone interface service. The Company has
sought to provide two types of service to consumers: call
re-routing via a cheaper international carrier and telephone
calling card service. Its business plan is to install
communication equipment to re-route calls directly, purchasing
time from an international call carrier. The Company intends to
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proceed with this business plan whether or not it consummate a
merger, acquisition or alliance with another entity. As a
result, the Company cannot be considered a blank check company.
References to the Company's activities to seek a merger or
acquisition has been modified to eliminate any impression that
the Company is a blank check company without any specific
business purpose.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than two
years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
Because the Company lacks funds and significant assets, 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.
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The Company has not used any notices or advertisements in its
search for any business opportunities.
The Company has had no discussions, understandings or agreements
with any consultant in regard to the Company's business
activities.
The Company's officers in the past have not used any particular
consultants or advisers on a regular basis.
In the event the Company is required or needs to hire independent
consultants, the Company will consider as criteria for hiring
such consultant the area of expertise which it will require the
consultant to be knowledgeable with, the experience of the
consultant in the particular field, the education of the
consultant, the cost to the Company to retain such consultant and
the availability of the consultant for the purpose of devoting
its time and effort to the Company.
The officers and directors of the Company may advance funds to
the Company. Such advances will be capped at $75,000.00.
The repayment of such advances will be a condition that any
target Company must be willing to pay and a consideration of
criteria during the selection process.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company. The Company believes that any merger
would include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate.
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.
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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.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes. In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes. The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.
There is a probability that there will be a change in control of
the Company upon the consummation of an acquisition, merger or
business transaction however the Company cannot predict or
estimate such a probability. The Company may decide to
relinquish control in the event it believes during negotiations
with another entity that a change in control would benefit the
Company's shareholders and advance the Company's business plan
for the purpose of attaining sustainable growth and revenue. In
such event, management shall consult with its shareholders to
determine whether it would be advantageous to relinquish control
of the Company.
The Company has not adopted a policy relating to a cash finder's
fee to anyone who locates a transaction which is consummated by
the Company. The Company does not intend to issue securities
(debt or equity) as a finder's fee. Finder's fees will not be
payable to officers, directors or promoters of the company and no
action. For this reason, no plan of action has currently been
undertaken to prevent any conflict of interest regarding the
payment of such fees to officers, directors or promoters of the
company.
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest. Existing corporate
policy does not permit such transactions, unless disclosed by the
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individual with such interest and consent to by the Board of
Directors. This policy based upon an understanding between
management and the Board of Directors. Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.
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 $77,500.00.
As of January 31, 1999, the Company had a net capital deficiency
of 12,450.00.
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
start up and trading of retail outlets. 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. Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
YEAR 2000 DISCLOSURE
The Company has not yet commenced any material active operation
systems which will be affected by the Year 2000 problem. The
Company is still carrying out market research into the
telecommunications industry and has not set up any technical
operations. Therefore new systems which the Company expects to
set up this year will be implemented with software addressing or
correcting the year 2000 problem. This will prevent any
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potential disruptions to the Company's operations. However, as
there is a wide uncertainty as to the effects of the Year 2000
problem on the entire business community, there is no guarantee
that the Company's operations will not be affected by the Year
2000 problem. 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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Item 2. FINANCIAL INFORMATION
EUROPEAN TECHNOLOGY ENTERPRISES, INC.
(A Development Stage Company)
SELECTED 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 12,450 0
Bonds, mortgages and debt 0 0
Preferred stock - redemption 0 0
Common stock 6,000 0
Other stockholders' equity (18,450) 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 39,850 77,500
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
Loss continuing operations (39,850) (77,500)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (39,850) (77,500)
</TABLE>
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There have been no accounting changes, business combinations or
dispositions of business operations by the Company that
materially affect the comparability of the information reflected
in the selected financial data. The Company is a developmental
stage company which has no operating history and no assets. The
Company's expenses and liabilities have been incurred solely for
administrative expenses.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
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 and trading of retail outlets.
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Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at Talbot House,
High Street, Crowthorne, Berks, United Kingdon and also in
Destec Tower, Houston, Texas. The Company's office in Houston,
Texas is utilized as a base to explore and contact potential
business transactions and to service the Company's
administrative needs. The United Kingdom office is also utilized
as a base to explore and contact potential business transactions.
The Company may seek or target a potential merger candidate which
is outside the United States. It should be noted that there are
inherent risks which may arise for the Company in the event it
does engage in a business transaction with such an outside
entity. Factors relevant to international laws, foreign exchange
rates, duties, taxation and political stability of the targeted
entity's country will all be considered to determine the impact
of such factors on the Company. In the event the Company
believes, in its discretion, that any of the aforementioned
factors create a substantial and uncertain risk for the Company,
then any business transaction with such targeted entity shall not
proceed. Each targeted entity outside the United States will be
evaluated on a case by case basis by the Company to consider the
risks and factors inherent to consummating a business transaction
with such entity.
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
- ---------------- -------------------- --------
Andrew Turner 5,000 0.05%
15 Grayshott Close President
Sittingbourne, Kent UK
John Cole 5,000 0.05%
31 Walden Avenue Secretary
Chislehurst, Kent UK
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Wing Capital Limited 800,000 8.0%
International House
31 Church Road
Hendon, London UK
Vuma Healthcare Limited 800,000 8.0%
11 Waterloo Place
London, UK
L. Wise Investments Ltd. 600,000 6.0%
168 Church Road
Hove, Sussex UK
Bradwall Limited 500,000 5.0%
S8 International Business
Center
Casemates, Main Street
Gibraltar
The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 6,000,000 shares of common stock outstanding on January 31,
1999.
None of the directors of the Company are shareholders in any of
the corporate shareholders listed above. Additionally, a
shareholder of the Company, European Technology Investments,
holds 300,000 shares of the Company, and is in no way related to
the Company or is a subsidiary of the Company.
Management of the Company currently devotes approximately twenty
hours per week to the Company's activities.
Management at this stage is not promoting any blank check
entities and therefore there are no conflict of interests or the
possibility of any conflict arising.
The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to any
business transaction or merger. The Company may issue stock to a
consultant for the payment of such consultant's services however
the Company at this time does not foresee the need or requirement
to utilize or retain a consultant to render services for the
Company.
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PRIOR BLANK CHECK COMPANIES
The Company's promoters and directors have not previously been
involved with any blank check offerings.
The Securities and Exchange Commission regulations generally
define a penny stock to be an equity security that has a market
price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed on
NASDAQ or a national securities exchange and any equity security
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for
three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than three
years, or (iii) average annual revenue of at least $6,000,000, if
such issuer has been in continuous operation for less than three
years. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock,
of a disclosure schedule explaining the penny stock market and
the risks associated therewith. The impact of the regulations
applicable to penny stocks on the Company's securities is to
reduce the market liquidity of the Company's securities by
limiting the ability of broker/dealers to trade the Company's
securities and the ability of purchasers of the Company's
securities to sell their securities in the secondary market. The
low price of the Company's Common Stock also has a negative
effect on the amount and percentage of transaction costs paid by
individual shareholders and the potential ability of the Company
to raise additional capital by issuing additional shares. The
primary reasons for these effects include the internal policies
of certain institutional investors that prohibit the purchase of
low-priced stocks, the fact that many brokerage houses do not
permit low-priced stocks to be used as collateral for margin
accounts or to be purchased on margin and certain brokerage house
policies and practices that tend to discourage individual brokers
from dealing in low-priced stocks. In addition, since broker's
commissions on low-priced stocks represent a higher percentage of
the stock price than commissions on higher priced stocks, the
current low share price of the Common Stock results in individual
shareholders paying transaction costs that are a higher
percentage of their total share value than would be the case if
the Company's share price were substantially higher. The
Company's stock may be considered penny stock under this
definition and it may be subject to the restrictions on
broker/dealer trades of penny stock which may in turn limit the
trading market for the Company's stock and thereby depress the
price of the Company's stock.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Andrew Turner 27 President and Director None
John Cole 70 Secretary-Treasurer
and 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:
Andrew Turner is 27 years old and began his business career in
retail. In 1990 he joined AFN Porsche, a subsidiary of Porsche GB
Ltd, a manufacturer and retailer of high performance and luxury
automobiles, and carried out various roles within the
organisation involving a high level of consumer contact. After
advancing his marketing and communication skills, he commenced a
position with Scantruck Limited, a subsidiary of Scania GB Ltd,
itself a subsidiary of Scania AB, a Swedish dual listed public
company on the NYSE and the Stockholm stock markets. With this
company he was responsible for consumer satisfaction, and the
ongoing marketing and sales of various products and services, and
was involved with the company receiving an award as best dealer
from its industry peers.
John Cole has managed his own business consultancy company, I
Plus Limited, for the past 20 years advising business's on the
best way to capitalize on their business plans. He has advised
numerous companies and is experienced in all forms of focusing a
business's direction.
Current management was introduced to former management at a
business development seminar on business techniques and
development strategies in October 1998. They then formed a
relationship agreeing to assist in the further development of the
Company.
On November 28, 1998, Messrs. Turner and Cole were appointed to
the Board and subsequently took their positions as President and
Secretary on January 5, 1999 when the former management resigned.
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There are no agreements or understandings for an officer or
director to resign at the request of another person and none of
the officers or directors are acting on behalf of or will act at
the direction of any other person.
Material to the operations of the Company will be the efforts and
work performed by Messrs. Andrew Turner and John Cole.
Wing Capital Limited, Vuma Healthcare Limited, L. Wise
Investments Ltd., Bradwall Limited and European Technology
Investments are all investment companies which invest in
development stage companies. None of the officers or directors
of the Company have any relationship with any of these entities.
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
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
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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 has not been previously registered.
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.
The payment of the directors compensation by any target company
will not be a criteria of consideration in the event the Company
consummates an acquisition, alliance, merger or business
transaction with another entity.
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.
<PAGE>
<PAGE>
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,
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, 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 uses 1,000 square feet of space for its executive
offices at Trafalgar House, Waterloo Place, London, United
Kingdom which it receives from one of its shareholders at no
cost. The shareholder that provides office space to the Company
is Wing Capital Limited. 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 Bellevue, Washington
to address administrative needs in the United States. Once a
merger or business acquisition has taken place, alternative
arrangements will be sought. Future office space will be
required by the Company as its operations and activities expand.
<PAGE>
<PAGE>
At such time, the Company will seek to locate space which will be
suitable to the Company's requirements and budget. The Company
will need to realize enough revenue to cover the costs associated
with any such space.
The Company intends to provide its shareholders with complete
disclosure regarding any acquisition, alliance, merger or
business transaction which it will enter into prior to
consummating or entering into an agreement for such a
transaction.
None of the Company's officers, directors, promoters, their
affiliates or associates have had any preliminary contact or
discussions with and there are no present plans, proposals,
arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of
any acquisition or merger transactions.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended June 30, 1997 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, 1998 and 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.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
<PAGE>
<PAGE>
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. As of January 31,
1999, there were 71 holders of record of the issued and
outstanding shares of Issuer's common stock. Issuer has never
paid a dividend on its outstanding equity. The Company currently
has no established public trading market for its common stock.
There are no plans, proposals, arrangements or understandings
with any person in regard to the development of a trading market
in any of the Company's securities.
The SEC defines a blank check company as one which has no
specific business or plan other than to consummate an acquisition
or to merge into another business or entity. The Company is not
a plan check company as it possesses a specific business plan and
is intent on implementing such plan for the purpose of developing
its business and operations. The Company is seeking to
consummate an acquisition, alliance, merger or business
transaction with another entity for the purpose of assisting it
with the implementation of its business plan. References that
make the Company appear to be a blank check company have been
deleted from the Form 10. A number of states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Additionally, some states prohibit the initial offer and sale as
well as any subsequent resale of securities of shell companies to
residents of their states. For this reason, management advises
that any potential investor who has an interest in the Company
should consult local Blue Sky counsel to determine whether the
state within which that investor resides prohibits the purchase
of shares of the Company in that jurisdiction.
Shareholders of the Company have not entered into any "lock-up"
letter agreement, which would prevent them from selling their
respective shares of the Company's common stock until such time
as the Company develops its business plan or consummates an
acquisition, alliance, merger or business transaction with
another entity
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
No recent sales of unregistered securities at this time.
<PAGE>
<PAGE>
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The only class of securities of the registrant are 25,000,000
authorized shares of voting common stock, $.001 par value,
6,000,000 issued and outstanding, no dividend. There are no
restrictions on the alienability of the voting common stock and
the rights of the common stockholders may only be modified by a
vote of a majority of the shareholders.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
No indemnification of directors and officers at this time.
<PAGE>
<PAGE>
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
We have audited the accompanying balance sheet of European
Technology Enterprises 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 31, 1996 (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 European Technology Enterprises Inc. as of January 31, 1999,
and the results of its operations and its cash flows for the
period 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
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 2 and 4. The financial statements do not
include any adjustments that might result form the outcome of
this uncertainty.
Peter J. Repetti
Graf & Repetti
New York, New York
February 24, 1999
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES 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
Accounts Payable $ 0
Accrued Expenses 12,450
-----------
Total Current Liabilities $12,450
Other Liabilities 0
-----------
Total Liabilities $12,450
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 59,050
Deficit Accumulated During
the Development Stage (77,500)
-----------
Total Stockholders' Equity (12,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED JANUARY 31, 1999 AND
FROM DECEMBER 31, 1996 (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 2,400 2,400
Legal 10,000 10,000
Rent 2,400 5,000
Filing Fee 50 100
Other Start Up Costs 25,000 60,000
---------- ----------
Total Operating Expenses 39,850 77,500
---------- ----------
Operating Loss $(39,850) $(77,500)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(39,850) $(77,500)
NET LOSS PER SHARE $ (0.01) $(0.01)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,000,000 6,000,000
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JANUARY 31, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO JANUARY 1, 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 $(39,850) $(77,500)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 12,450 12,450
-------- --------
Total Adjustments 12,450 12,450
-------- --------
Net Cash Used in
Operating Activities (27,400) (65,050)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
Common Stock 2,500 6,000
Additional Paid In Capital 24,900 59,050
-------- --------
Net Cash Provided by
Financing Activities 27,400 65,050
-------- --------
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>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR INCEPTION TO JANUARY 31, 1999
<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
3,500,000
SHARES
FEBRUARY 10, 1997 3,500,000 $ 3,500 $31,500 $ 0 $35,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
JAN. 31, 199 0 0 2,650 (37,650) (35,050)
-------------------------------------------------------------
BALANCE
JAN. 31, 1998 3,500,000 3,500 34,150 (37,650) 0
ISSUANCE OF
2,500,000 SHARES
JAN. 5, 1999 2,500,000 2,500 22,500 0 25,000
NET LOSS
FOR THE
YEAR ENDED
JAN. 31, 1999 0 0 2,400 (39,850) (37,450)
-------------------------------------------------------------
BALANCE
JAN. 31, 1999 6,000,000 $6,000 $59,050 $(77,500) $(12,450)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES 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: European Technology Enterprises Inc.,
("the Company") is a for-profit corporation incorporated under
the laws of the State of Delaware on December 31, 1996. European
Technology Enterprises Inc.'s principal objective is to provide
low-cost international telephone service.
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
The Company uses 200 square feet of space for its executive
offices at Destec Tower, 2500 City West Boulevard, Houston, TX,
which it receives from one of its shareholders at no cost. The
fair market value of this office is $200 per month, which is
reflected as an expense with a corresponding credit to additional
paid-in capital. The Company also utilizes space in London,
United Kingdom also at no charge.
NOTE 3 - EARNINGS PER SHARE
For the Year From Inception
Ended To
January 31, 1999 January 31, 1999
--------------------------------------
Net Loss per share $(0.01) $(0.01)
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 $77,500.
As of January 31, 1999, the Company had a net capital deficiency
of $12,450.
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 telephone service. It is not anticipated that
the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. European
Technology Enterprises 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.
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
BALANCE SHEET (unaudited)
JANUARY 31, 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 0
-----------
Total Current Liabilities $ 0
Other Liabilities 0
-----------
Total Liabilities $ 0
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 3,500,000
Shares 3,500
Additional Paid in Capital 34,150
Deficit Accumulated During
the Development Stage (37,650)
-----------
Total Stockholders' Equity 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS (unaudited)
FOR THE YEAR ENDED JANUARY 31, 1998
AND FROM INCEPTION
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
Jan. 31, 1998 Jan. 31, 1998
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 0 0
Legal 0 0
Rent 2,600 2,600
Filing Fee 50 50
Other Start Up Costs 35,000 35,000
---------- ----------
Total Operating Expenses 37,650 37,650
---------- ----------
Operating Loss $(37,650) $(37,650)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(37,650) $(37,650)
NET LOSS PER SHARE $ (0.00) $(0.00)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,500,000 3,500,000
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
FOR THE YEAR ENDED JANUARY 31, 1998
AND FROM INCEPTION
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
Jan. 31, 1998 Jan. 31, 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(37,650) $(37,650)
-------- --------
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 0
-------- --------
Total Adjustments 0 0
-------- --------
Net Cash Used in
Operating Activities (37,650) (37,650)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
Common Stock 3,500 3,500
Additional Paid In Capital 34,150 34,150
-------- --------
Net Cash Provided by
Financing Activities 37,650 37,650
-------- --------
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>
EUROPEAN TECHNOLOGY ENTERPRISES INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (unaudited)
FOR INCEPTION TO JANUARY 31, 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
3,500,000
SHARES
FEBRUARY 10, 1997 3,500,000 $ 3,500 $31,500 $ 0
$35,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
JAN. 31, 1998 0 0 2,650
(37,650) (35,050)
- -------------------------------------------------------------
BALANCE
JAN. 31, 1998 3,500,000 3,500 34,150
(37,650) 0
</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.
European Technology Enterprises Inc.
- ------------------------------------
(Registrant)
Date: July 19, 1999
By: /s/ Andrew Turner
-----------------
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.
