<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
SACIO, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 88-0414076
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8320 O'CONNELL ROAD
EL CAJON, CA 92021
- ------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619)449-8118
- -------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- --------------------------- -------------------------------
- --------------------------- -------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
(TITLE OF CLASS)
<PAGE> 2
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Sacio, Inc. is filing this Form 10-SB on a voluntary basis in order to make
Sacio, Inc.'s financial information equally available to any interested parties
or investors and meet certain listing requirements for publicly traded
securities.
Business Development
Sacio, Inc. was incorporated in Delaware on May 31, 1994. The Company was formed
in order to develop a chain of English Pub theme-based restaurants and bars
tentatively called "The Old Coach Inn", starting with an initial Pub in the
downtown redevelopment area of San Diego, California. Management used the
intervening years to study existing British restaurant and bar operations in
Southern California as the downtown redevelopment of the "Gas Lamp" area of San
Diego grew to the point where sufficient restaurant traffic existed to support a
proposed English Pub restaurant. During 1996 the Company raised funds necessary
to pay the Company's state fees and taxes by the sale of stock to investors. In
January of 1999 the board of directors voted to seek capital and began
development of the Company's business plan.
There have been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
Beginning in 1998, Management determined the Company should complete the
development of it's neighborhood English Pub restaurant and bar. Management's
decision was based primarily on the following factors; 1) the success of
downtown redevelopment including a new ballpark district, 2) the popularity of
theme-based restaurants and patron-involved music (such as Karaoke), and 3) the
resurgence of the San Diego economy.
The Company will utilize existing locations that fit general restaurant layout
requirements or acquire the leasehold interest and equipment of existing
restaurants and bars. The overall design of each Pub is intended to create an
ambiance which will be an authentic representation of an old English Inn.
Management intends to take advantage of the availability of existing older
buildings and historical sites in downtown redevelopment areas, including areas
that are designated as Empowerment Zones. Use of the existing wooden floors,
bricks, and architecture will help to create the ambiance as well as retain the
historical significance of these older buildings. Management intends to offer a
simple, international menu with five or six daily main course selections with
variations between lunch and dinner. Location selection will involve proximity
to downtown office businesses for maximum lunch and after work customer traffic.
Management intends to market
2
<PAGE> 3
its restaurants through direct marketing, print, and local visitor's bureaus.
The Pubs will offer V.I.P. cards for frequent customers and direct marketing at
local area sporting events for pre and post game discounts. Once the Company is
sufficiently funded, management will secure firm bids to build out its first Pub
site in San Diego and begin its marketing and advertising plan. While no
construction contract or lease has been completed, management's current estimate
for total construction build-out for 5,000 square feet of Pub space is
approximately $500,000. In addition, food and beverage inventory is estimated by
management at approximately $25,000, and a full liquor license is estimated to
cost approximately $50,000 in the San Diego area. Following the opening of the
first Pub, management will have definite data in order to refine its projected
costs of Pub construction and operating costs. Subject to commercial acceptance
by the public and availability of working capital, management will investigate
expansion into additional cities in California and other Western states.
The Company has no new product or service planned or announced to the public.
The restaurant and bar industry is highly competitive with respect to price,
service, quality and location, and as a result, has a high failure rate. There
are numerous well-established competitors, including national, regional and
local chains, possessing substantially greater financial, marketing, personnel
and other resources than the Company. There can be no assurance that the Company
will be able to respond to various competitive factors affecting the restaurant
industry. However, Management believes that the Company can effectively compete
with those other companies utilizing its unique "pub" concept. Management also
considers it significant that the target market will be downtown redevelopment
areas. The restaurant and bar industry is also generally effected by changes in
consumer preferences, national, regional and local economic conditions and
demographic trends. The performance of restaurant and bar facilities may also be
effected by factors such as traffic patterns, demographic considerations and the
type, number and location of competing facilities. Other factors over which the
Company has no control, which may adversely effect the industry, are inflation,
increased labor and employee benefit costs, increase in minimum hourly wage,
unemployment tax rates and similar matters. Management is not aware of any
significant barriers to the Company's entry into the restaurant and bar
industry, however, the Company at this time cannot ascertain its exact share of
this market.
While the Company has initiated preliminary discussions with restaurant design
and construction companies and restaurant suppliers, it currently has no firm
commitments or contracts for services and supplies. Until such time as the
Company has firm commitments and contracts for design, construction of
facilities, and wholesalers of restaurant supplies, there is no assurance that
goods and services can be acquired at desired costs on a timely basis.
Management at this time cannot estimate when the Company will have the
sufficient funding necessary to secure commitments and contracts for goods and
services required for the success of its Pub business.
The Company intends to begin its initial operations in San Diego. California is
the nation's largest restaurant market with sales 60% higher than either of the
next two largest states (Texas and Florida). The Company's primary market will
be the businessperson for lunch and the casual diner for dinner. By combining
the complimentary mix of entertainment and dining, a large and diverse segment
of the population will be attracted. Thus, the Company will not be dependant on
any one or a few major customers. When the Company has sufficient funding it
will begin marketing to these potential consumers. Management at this time
cannot estimate when the Company will have the sufficient funding necessary to
begin marketing its restaurant.
3
<PAGE> 4
When the Company has sufficient funding, management will seek legal council to
determine if copyright or trademark protection is required.
The Company does not need any governmental approval of its principal product or
service.
The Company's business is subject to various federal, state, or local government
regulations, including those related to sanitation, safety, fire and the sale of
food and alcoholic beverages. The failure to maintain food and liquor licenses
would have a material adverse effect on the Company's operating results. The
Company may also be subject to statutes in certain states regarding the recovery
of damages for persons injured by an intoxicated patron of an establishment. As
appropriate, the Company shall seek to obtain liability insurance against such
potential liability. Management will procure all necessary licenses, permits,
and insurance when sufficient funds are raised for working capital.
The Federal Americans With Disabilities Act prohibits discrimination on basis of
disability in public accommodations. The Company could be required to expend
substantial funds to modify the existing historical buildings in order to
provide service or make reasonable accommodations for disabled persons.
The Company currently has no employees.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that any
purchased software will be off-the-shelf software that will be certified Year
2000 compatible for all of its computing requirements. The Company presently
believes that with modifications to existing off-the-shelf software or
conversions to new software, the Year 2000 issue will not pose significant
operational problems and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software by October 31, 1999, which is prior to any anticipated
impact on operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. If, in spite
of management's best efforts, these new off-the-shelf software products are not
adequately modified, resulting date-induced systems failures could have a
material adverse effect on the Company's results of operations.
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
4
<PAGE> 5
Plan of Operation
The Company's current cash is sufficient in management's opinion for the next
twelve months as it currently has no direct or indirect operating expenses.
During the next twelve months, the Company plans to raise additional funds in
order to implement its business plan to include design and construction
build-out of its first facility, securing all inventory, supplies, licenses,
permits, insurance, and hiring of Pub staff. There are no current plans for
research and development. There are no current plans to purchase or sell any
significant amount of fixed assets.
Results of Operations
There were no revenues from sales for the period ended January 31, 1999. The
Company sustained no net loss for the period ended January 31, 1999.
Liquidity and Capital Resources
As of January 31, 1999, the Company had $4300 cash on hand and in the bank.
Currently, the Company maintains a sufficient positive cash balance for working
capital.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address and telephone number are
provided by a Director of the Company at no cost. Management considers the
Company's current principal office space arrangement adequate for current and
short-term estimated growth.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - February 28,1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- ----- ------- --------------- -----
<S> <C> <C> <C>
Common Nancy J. Davis 4,500,000 (a) 41.2%
8320 O'Connell Road
El Cajon, CA 92021
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Common Stephen P. Huntley 4,500,000 (b) 41.2%
8320 O'Connell Road
El Cajon, Ca 92021
</TABLE>
(a) Ms. Davis received 50,000 shares of the Company's common stock in 1994
for services, another 50,000 shares were issued to her for services in
August 1998. 4,400,000 shares of the Company's common stock were issued
to her per a stock split on August 2, 1998.
(b) Mr. Huntley received 50,000 shares of the Company's common stock in
1994 for services, another 50,000 shares were issued to him for
services in August 1998. 4,400,000 shares of the Company's common stock
were issued to him per a stock split on August 2, 1998.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
at the 1999 shareholder meeting, or at such a time as their successors shall be
elected and qualified, are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
- -------------- --- -------- ------------------
<S> <C> <C> <C>
Nancy J. Davis 38 President, 6/14/94
8320 O'Connell Road Secretary,
El Cajon, CA 92021 Director
Stephen P. Huntley 45 Director 6/14/94
8320 O'Connell Road Treasurer
El Cajon, CA 92021
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Neither Ms. Davis nor Mr. Huntley hold directorships in any other reporting
company.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in
6
<PAGE> 7
connection with any such activity or in connection with the purchase or sale of
any securities nor has any such person been the subject of any Order of a State
authority barring or suspending for more than sixty (60) days, the right of such
a person to be engaged in such activities or to be associated with such
activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Nancy J. Davis, President, Secretary & Director
Owner and operator of Fast Time Bar & Grill, a "racing" theme restaurant and bar
for three years until it's successful sale. Responsible for all aspects of
restaurant management including front of the house operations, personnel
supervision, purchasing and bar management. Background also includes extensive
Inventory, Quality Control, and Purchasing for two large manufacturing
companies, drafting and design layout for an Architectural and Civil Engineering
firm, and Public Accounting experience.
Stephen P. Huntley, Treasurer & Director
Specialist in production of mass-market advertising graphics and multi-media
display presentation campaigns, primarily for scientific, technical
manufacturing, and biological companies. Services include production of graphic
materials for public advertising, and presentation materials for initial public
offerings, national exhibits, scientific conventions and large-scale corporate
seminars. Twelve years prior extensive contracting experience in commercial and
residential construction including interior build-out and painting.
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other Restricted
Name & annual stock LTIP All other
principle Salary Bonus compensation awards Options Payouts compensation
position Year ($) ($) ($) ($) SARs ($) ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
N Davis 1996 -0- -0- -0- -0- -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- 1 -0- -0- -0-
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S Huntley 1996 -0- -0- -0- -0- -0- -0- -0-
Treasurer 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- 1 -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Directors and Principal Officers have worked with no remuneration until such
time as the Company receives sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration based upon a positive cash flow to include stock sales,
product sales, estimated cash expenditures, accounts receivable, accounts
payable, notes payable, and a cash balance of not less than $10,000 at each
month end. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Davis (Director, President & Secretary) received 50,000 shares of the
Company's common stock in 1994 for services, another 50,000 shares were issued
to her for services in August 1998. 4,400,000 shares of the Company's common
stock were issued to her per a forward stock split on August 2, 1998.
Mr. Huntley (Director & Treasurer) received 50,000 shares of the Company's
common stock in 1994 for services, another 50,000 shares were issued to him for
services in August 1998. 4,400,000 shares of the Company's common stock were
issued to him per a forward stock split on August 2, 1998.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 20,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratable in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding
8
<PAGE> 9
Common Stock is, and the shares offered by the Company pursuant to this offering
will be, when issued and delivered, fully paid and non-assessable.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company, upon approval of the SEC, will file for trading on the OTC
Electronic Bulletin Board which is sponsored by the National Association of
Securities Dealers (NASD). The OTC Electronic Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network which provides information on current "bids" and "asks" as well as
volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of February 28, 1999, the Company had 43 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no current public offering of equity.
The Board will be seeking methods of raising additional working capital during
the next twelve months. Methods under consideration by the Board include a loan
from a financial institution or a private equity or debt offering.
ITEM 2
LEGAL PROCEEDINGS
None.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On June 14, 1994, at a special meeting of the board of directors, the
shareholders authorized the issuance of 50,000 shares of common stock to each of
the officers and directors of the Company for a total of 100,000 Rule 144
shares.
From the period of approximately April 1, 1996 until April 30, 1996, the Company
offered and sold 43,000 shares of common stock for $4300. Each prospective
investor was given a private placement memorandum designed to disclose all
material aspects of an investment in the Company. This offering was not
accompanied by general advertisement or general solicitation.
On August 2, 1998, the Board of Directors authorized the issuance of 50,000
shares of common
9
<PAGE> 10
stock to each of the officers and directors of the Company for a total of
100,000 Rule 144 shares. A forward stock split of 44 to 1 was also authorized,
resulting in a total of 10,935,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit A Financial Statements
1 Audited financial statements for the year ended March 31,
1997 and the year ended March 31, 1998 and for the period
ended January 31, 1999
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3.(i) Articles of Incorporation Included
Exhibit 3.(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings See Exhibit A
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23.1 Consent of Barry L. Friedman Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
10
<PAGE> 11
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Sacio, Inc.
Date March 25, 1999 By /s/ NANCY J. DAVIS
------------------------ --------------------------------------
Nancy J. Davis, President & Director
Date March 25, 1999 By /s/ STEPHEN P. HUNTLEY
------------------------ --------------------------------------
Stephen P. Huntley, Director
11
<PAGE> 12
EXHIBIT A
12
<PAGE> 13
SACIO, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JANUARY 31, 1999
MARCH 31, 1998
MARCH 31, 1997
<PAGE> 14
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-12
</TABLE>
<PAGE> 15
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors February 25, 1999
Sacio, Inc.
San Diego, California
I have audited the accompanying Balance Sheets of Sacio, Inc. (A
Development Stage Company), as of January 31, 1999, March 31, 1998, and March
31, 1997, and the related statements of operations, stockholders' equity and
cash flows for the period April 1, 1998 to January 31, 1999, and the two years
ended March 31, 1998, and March 31, 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sacio, Inc. (A
Development Stage Company), as of January 31, 1999, March 31, 1998, and March
31, 1997, and the results of its operations and cash flows for the period April
1, 1998 to January 31, 1999, and the two years ended March 31, 1998, and March
31, 1997., in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- ----------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 16
SACIO, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
JANUARY 31, MARCH 31, MARCH 31,
1999 1998 1997
----------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS:
CASH $4,300 $4,300 $4,300
------ ------ ------
TOTAL CURRENT ASSETS: $4,300 $4,300 $4,300
------ ------ ------
OTHER ASSETS: $ 0 $ 0 $ 0
------ ------ ------
TOTAL OTHER ASSETS: $ 0 $ 0 $ 0
------ ------ ------
TOTAL ASSETS $4,300 $4,300 $4,300
====== ====== ======
</TABLE>
See accompanying notes to financial statements & audit report
- 2 -
<PAGE> 17
SACIO, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JANUARY 31, MARCH 31, MARCH 31,
1999 1998 1997
----------- --------- ---------
<S> <C> <C> <C>
CURRENT LIABILITIES: $ 0 $ 0 $ 0
------- ------- -------
TOTAL CURRENT LIABILITIES: $ 0 $ 0 $ 0
------- ------- -------
STOCKHOLDERS' EQUITY: (Note #4)
Common stock
Par value $0.00001
Authorized 20,000,000 shares
Issued and outstanding at
March 31, 1997 -
143,000 shares: $ 2
March 31, 1998 -
143,000 shares: $ 2
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
January 31, 1999 -
10,935,000 shares: $10,935
Additional Paid-In Capital -6,633 +4,299 +4,299
Deficit accumulated during
Development stage: -2 -1 -1
------- ------- -------
TOTAL STOCKHOLDERS' EQUITY: $ 4,300 $ 4,300 $ 4,300
------- ------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 4,300 $ 4,300 $ 4,300
======= ======= =======
</TABLE>
See accompanying notes to financial statements & audit report
- 3 -
<PAGE> 18
SACIO, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Year Year May 31,1994
Ended Ended Ended (Inception)
Jan. 31, Mar. 31, Mar. 31, to Jan. 31,
1999 1998 1997 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
----------- ----------- ----------- -----------
EXPENSES:
General, Selling and
Administrative: $ 1 $ 0 $ 0 $ 2
----------- ----------- ----------- -----------
TOTAL EXPENSES: $ 1 $ 0 $ 0 $ 2
----------- ----------- ----------- -----------
NET PROFIT/LOSS (-): $ -1 $ 0 $ 0 $ -2
----------- ----------- ----------- -----------
Net Profit/Loss(-)
per weighted share
(Note 1): $ NIL $ NIL $ NIL $ NIL
----------- ----------- ----------- -----------
Weighted average
Number of common
shares outstanding: 10,935,000 10,935,000 10,935,000 10,935,000
----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements & audit report
- 4 -
<PAGE> 19
SACIO, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance,
March 31, 1996 143,000 $ 2 $ 4,299 $ -1
Net loss year ended
March 31, 1997: 0
---------- ---------- ---------- ----------
Balance,
March 31, 1997: 143,000 $ 2 $ 4,299 $ -1
Net loss year ended
March 31, 1998: 0
---------- ---------- ---------- ----------
Balance,
March 31, 1998: 143,000 $ 2 $ 4,299 $ -1
August 2, 1998
Stock Issued
For Services 100,000 +1 0
August 2, 1998
Forward Stock Split
45:1 10,692,000 +106 -106
October 30, 1998
Change Par Value
From $.00001 to
$.001 +10,826 -10,826
Net Loss
April 1, 1998 to
January 31, 1999 -1
---------- ---------- ---------- ----------
Balance,
January 31, 1999 10,935,000 $ 10,935 $ -6,633 $ -2
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements & audit report
- 5 -
<PAGE> 20
SACIO, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Year Year May 31,1994
Ended Ended Ended (Inception)
Jan. 31, Mar. 31, Mar. 31, to Jan. 31,
1999 1998 1997 1999
-------- --------- --------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $ -1 $ 0 $ 0 $ -2
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities:
Issue Common Stock
For Services +1 0 0 +2
Changes in assets and
Liabilities: 0 0 0 0
------ ------ ------ ------
NET CASH USED IN
OPERATING ACTIVITIES: $ 0 $ 0 $ 0 $ 0
CASH FLOWS FROM
INVESTING ACTIVITIES: 0 0 0 0
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of Common
Stock for Cash 0 0 0 +4,300
------ ------ ------ ------
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of period: 4,300 4,300 4,300 0
------ ------ ------ ------
Cash, End of Period: $4,300 $4,300 $4,300 $4,300
------ ------ ------ ------
</TABLE>
See accompanying notes to financial statements & audit report
- 6 -
<PAGE> 21
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized MAY 31, 1994, under the laws of the State of
Delaware as SACIO, INC. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of January 1, 1999.
- 7 -
<PAGE> 22
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of December 31, 1998, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected March 31st as its fiscal year-end.
- 8 -
<PAGE> 23
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has
determined that any purchased software will be off-the-shelf
software and will be certified Year 2000 compatible for all of
its computing requirements. The Company presently believes that
with modifications to existing off-the-shelf software or
conversions to new software, the Year 2000 issue will not pose
significant operational problems and will not materially affect
future financial results.
The Company currently anticipates purchasing new off-the-shelf
Year 2000 compatible software in the near future, which is prior
to any anticipated impact on its operating systems. The total
cost of this new software is not anticipated to be a material
expense to the Company at this time. However, there can be no
guarantee that these new off-the-shelf software products will be
adequately modified which could have a material adverse effect on
the Company's results of operations.
- 9 -
<PAGE> 24
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended January 31,
1999, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1998 is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $ 1
Valuation allowance $ 1
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in 2014.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000
shares with a par value $.001 per share.
Preferred Stock
Sacio, Inc. has no preferred stock.
On June 14, 1994, the Company issued 100,000 shares of its $0.00001 par
value common stock in consideration of $1.00 to its directors.
On April 30, 1996, the Company issued 43,000 shares of its $0.00001 par
value common stock for cash of $4,300.00.
- 10 -
<PAGE> 25
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 4 - SHAREHOLDERS' EQUITY (CONTINUED)
On August 2, 1998, the Company issued 100,000 shares of its $0.00001 par
value common stock for services of $1.00 to its directors
On August 2, 1998, the Company approved a forward stock split on the
basis of 45:1, thus increasing the common stock from 243,000 shares
10,935,000 shares.
On October 30, 1998, the State of Delaware approved the Company's
restated Articles of Incorporation, which changed the par value from
$0.00001 to $0.001.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
- 11 -
<PAGE> 26
SACIO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 1999, MARCH 31, 1998, and MARCH 31, 1997
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
- 12 -
<PAGE> 1
EXHIBIT 3.(i)
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "SACIO, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF
OCTOBER, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9383186
DATE: 11-02-98
<PAGE> 2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/30/1998
981419998 - 2406809
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OR INCORPORATION
OF
SACIO, INC.
---------------------------------------
SACIO, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of directors of said corporation at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declare it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Twenty Million shares (20,000,000) of common stock with a par value of $.001
Amounting to Twenty thousand dollars ($20,000.00).
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Nancy J. Davis this 27th day of October A.D. 1998.
/s/ NANCY J. DAVIS
------------------------------
Authorized Officer
<PAGE> 3
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "SACIO, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF
MAY, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL]
/s/ WILLIAM J. QUILLEN
----------------------------------------
William J. Quillen, Secretary of State
AUTHENTICATION: 7135061
DATE: 05-31-94
<PAGE> 4
CERTIFICATE OF INCORPORATION
OF
SACIO, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is called Sacio, Inc.
SECOND: The address, including street, number, city, and county of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000) all of which are of a par
value of $.00001 dollars each. All such shares are of one class and are shares
of Common stock
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME ADDRESS
J. Klein 18200 Von Karman
Suite 100C
Irvine, California 92715
SIXTH: The corporation is to have perpetual existence.
<PAGE> 5
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors of class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as they case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided.
1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors
shall be fixed by, or in the manner provided in, the Bylaws. The
phrase "whole Board" and the phrase "total number of directors" shall
be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no
vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal
<PAGE> 6
the Bylaws of the corporation may be exercised by the Board of
Directors of the corporation; provided, however, that any provision
for the classification of directors of the corporation for staggered
terms pursuant to the provisions of subsection (d) of Section 141 of
the General Corporation Law of the State of Delaware shall be set
forth in an initial Bylaw or in a Bylaw adopted by the stockholders
entitled to vote of the corporation unless provisions for such
classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said
class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of 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 Bylaw, agreement, vote of stockholders or disinterested
directors or
<PAGE> 7
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
DATED: May 27, 1994
/s/ J. Klein
----------------------------
J. Klein, Incorporator
<PAGE> 1
EXHIBIT 3.(ii)
BYLAWS
OF
SACIO, INC.
(a Delaware corporation)
----------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify the
corporation 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
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any
<PAGE> 2
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. 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, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, 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, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. 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.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
<PAGE> 3
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend, or other distribution or allotment of any rights or the
stockholders entitled to exercise any nights 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time
fixed, from tune to time, by the directors, provided, that the first annual
meeting shall be held on a date
<PAGE> 4
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. A special meeting shall be held on the
date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at such stockholder's record address or
at such other address which such stockholder may have furnished by request in
writing to the Secretary of the corporation. Notice by mail shall be deemed to
be given when deposited, with postage thereon prepaid, in the United States
Mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder
who submits a written waiver of notice signed by such stockholder before or
after the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
- STOCKHOLDER LIST. 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, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
<PAGE> 5
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 or other municipality or
community 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. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting-the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder's attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such 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 power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholder. On request of the
<PAGE> 6
person presiding at the meeting, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question, or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors, Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one
vote. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of 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 than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. 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. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of 2 persons. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of
<PAGE> 7
Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be 2. The number of directors may be increased or decreased by action of
the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to
<PAGE> 8
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and
if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside,
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, 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.
6. COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
<PAGE> 9
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or 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.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board,
an Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
such officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform
such duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
<PAGE> 10
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Sacio, Inc., a Delaware corporation, as in effect on the date
hereof.
Dated: 6/14/94
/s/ NANCY J. DAVIS
-----------------------------------
Nancy Davis, Secretary of Sacio, Inc.
(SEAL)
<PAGE> 1
EXHIBIT 23.1
February 25, 1999
To Whom It May Concern:
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 25, 1999, on the Financial
Statements of SACIO, INC., as of January 31, 1999, in any filings that are
necessary now or in the near future with the U.S. Securities and Exchange
Commission.
Very truly yours,
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDING JANUARY 31, 1999 AND YEARS ENDING
MARCH 31, 1998 AND MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH SACIO, INC.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> OTHER YEAR YEAR
<FISCAL-YEAR-END> MAR-31-1999 MAR-31-1998 MAR-31-1997
<PERIOD-START> APR-01-1998 APR-01-1997 APR-01-1996
<PERIOD-END> JAN-31-1999 MAR-31-1998 MAR-31-1997
<CASH> 4,300 4,300 4,300
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 4,300 4,300 4,300
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 4,300 4,300 4,300
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 10,935 2 2
<OTHER-SE> (6,633) 4,299 4,299
<TOTAL-LIABILITY-AND-EQUITY> 4,300 4,300 4,300
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<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 1 0 0
<LOSS-PROVISION> 0 0 0
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<INCOME-PRETAX> (1) 0 0
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<INCOME-CONTINUING> (1) 0 0
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