<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
Amendment No. 2
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
HARVEY'S GREAT THINGS, INC.
-------------------------------------------
(Name of Small Business Issuer as specified in its charter)
OKLAHOMA 73-1530723
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer ID No.)
organization)
801 Northwest 63rd Street
Oklahoma City, OK 73116
----------------------------------------------
(Address of Principal Executive office)
Registrant's Telephone Number, Including Area Code: (405) 840-1163
Facsimile Number: (405) 840-1139
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
-------------------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: None.
Item 1. Description of Business.
- ---------------------------------
Business Development.
- ---------------------
<PAGE>
Organization and Charter Amendments
-----------------------------------
Harvey's Great Things, Inc. ("the Company" or "Harvey's"), an Oklahoma
corporation, was incorporated on December 3, 1997, and commenced doing business
in April, 1998.
This Registration Statement is being filed so that the Company's stock
(which was sold on and before April 7, 1999 pursuant to a Rule 504 Offering) can
be quoted on the OTC Bulletin Board of the National Association of Securities
Dealer, Inc. (the NASD).
No amendments to the Articles of Incorporation of the Company have
been made since its organization.
Copies of the Articles of Incorporation and By-laws are attached
hereto and are incorporated herein by reference. See Item 15.
General
-------
Harvey's Great Things operates a large retail store, ten showrooms, a
warehouse and an auction facility (all in one location) occupying approximately
7,000 square feet in the Nichols Hills area of Oklahoma City. Harvey's Great
Things buys, sells and trades "Great" items, which can range from classic cars
to antique furniture, art deco, jewelry, early American furniture, Santa Fe art,
great art, collectibles and accessories and gift items.
Harvey's Great Things is also using the World Wide Web to sell its
products both through its own Website, Harvey's Great Things.com, as well as
through many auctions of its products via other auction sites, such as eBay
(paying fees of approximately 2.5% of sales.) The Company primarily buys, sells
and trades with the general public. At this time, Harvey's is primarily a
retailer.
Rule 504 Offering
-----------------
On April 7, 1999 the Company completed a Rule 504 Offering of
2,000,000 common shares for one million dollars of cash and services. See Item
10.
Changes of Control During the Past Three Years
----------------------------------------------
See the caption "Security Ownership of Certain Beneficial Owners and
Management, Item 4, for information respecting the beneficial ownership of
securities of the Company by Messrs. Harvey S. Bryant and Robert E. Rickard; and
see the caption "Directors, Executive Officers, Promoters and Control Persons,"
Item 5, for other material information regarding these persons.
2
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Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
-----
For information concerning sales of "unregistered" and "restricted"
securities during the past three years, see the caption "Recent Sales of
Unregistered Securities," Item 10.
Business.
- ---------
Risk Factors
------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained in total until the business is
underway. However, at a minimum, the Company's present and proposed business
operations will be highly speculative and will be subject to the same types of
risk inherent in any new or unproven venture, and will include those types of
risk factors stated below.
No Assurance of Success. The Company is a new, start-up corporation.
The Company's operating history of only one year makes it extremely difficult to
predict the Company's future performance. No assurance can be given, and none is
given, that the Company will succeed in the development and implementation of
its mail order and auction catalog and/or its internet web site. Persons
purchasing the common stock may lose their entire investment.
Need for Additional Capital. The net proceeds from the sale of the
shares of common stock offered in the Company's Rule 504 Offering (which
terminated on April 7, 1999) may be insufficient to attain the business
achievements described herein. To do so, additional capital may have to be
raised, if it can be raised, to attain the business achievements described
herein.
Dependence on Key Personnel. The Company is greatly dependent on the
services of Harvey S. Bryant, Mark Fisher, Robert E. Rickard, Claudia Bartel
Bryant and Julie Marie Bryant, its President and Chairman, Executive
Vice-President and Chief Operating Officer, Vice President and General Manager,
Secretary - Treasurer, and Vice President, respectively. The loss of the
services provided by any of these individuals could have a materially adverse
effect on the operations of the Company. There are presently no employment
agreements between the Company and its key personnel.
Officer and Director Control. The present officers and directors of
the Company own approximately 77% of the issued and outstanding common shares,
which are presently the only class of common voting securities authorized by the
Company's Articles of Incorporation. As a result, the public purchasers of the
common shares have only a limited voice in the Company's management, which is
most likely to be controlled by the present officers and directors of the
Company. As a result, the current management will retain voting control of the
Company. (See Item 4., "Securities Ownership by Management").
3
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Possible Future Issuance of Common Stock. The Company is authorized to
issue up to 50,000,000 shares of common stock, par value $0.001. Presently,
there are 10,400,000 shares of common stock issued and outstanding (as of May
18, 1999). Additional issuances of common stock may be required to raise
capital, to acquire stock or assets of other companies, to compensate employees
or to undertake other activities without stockholder approval. These additional
issuances of common stock will increase outstanding shares and further dilute
stockholders' interests. Since the Company's common stock is currently subject
to the existing rules on penny stocks, the market liquidity for the Company's
common stock may be severely affected.
No Public Market for the Shares of Common Stock. There is currently no
public market for the shares of common stock. The failure of the Company to
create a market for its common stock would result in the purchasers of the
common stock being unable to dispose of their securities in any effective
commercial manner. The Company anticipates that at least one market maker will
file a Form 15(c)2-11 with the National Association of Securities Dealers
("NASD"), and thereby anticipates obtaining the right from the NASD to have the
Company's stock quoted on the NASD Bulletin Board. However, there can be no
assurance that such application will be granted by the NASD. No assurance can be
given that any current market for the Company's common stock will develop or be
maintained. No market maker has received approval from the NASD with respect to
trading in the Company's common stock.
Limited Market for the Company's Common Stock. The Company's common
stock is covered by Securities and Exchange Commission rules that impose
additional sales practice requirements on broker-dealers who sell securities
priced at under $5.00 (so-called "penny stocks") to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5 million or individuals with net worth in excess of $1
million or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by such rules, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Moreover, such rules
also require that brokers engaged in secondary sales of penny stocks provide
customers written disclosure documents, monthly statements of the market value
of penny stocks, disclosure of the bid and ask prices, disclosure of the
compensation to the broker-dealer, and disclosure of the salesperson working for
the broker-dealer. Consequently, the rules may affect the ability of
broker-dealers to sell the Company's Common Stock and also may affect the
ability of persons receiving such Common Stock to sell their Common Stock in the
secondary market, if such a market were to exist. Further, (i) the Company's
Common Stock may initially be quoted on an NASD inter-dealer system called "the
Bulletin Board," (ii) the Company will not have $4 million in assets or $2
million in stockholders' equity, which are both required for it to qualify for
quotation on NASDAQ, and (iii) the Company's Common Stock is not being sold at
$5 a share and is not expected to soon trade at a market price of $5 a share in
the foreseeable future, the price required for a non-NASDAQ-quoted security to
escape the trading limitations imposed by the Securities and Exchange Commission
on so-called "penny stocks." These trading limitations tend to reduce
broker-dealer and investor interest in "penny stocks" and could operate to
inhibit the ability of the Company's Common Stock to reach a $3 per share
trading price that would make them eligible for quotation on NASDAQ, even should
they otherwise qualify for quotation on NASDAQ.
4
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No Dividends. The Company has paid no dividends to its stockholders
and does not plan to pay dividends on its Common Stock in the foreseeable
future. The Company currently intends to retain any earnings to finance future
growth.
Competition. The Company operates in a very competitive industry (in
its existing, as well as in its proposed new areas of operation), and competes
with a great many other older, better established companies who have
substantially greater financial resources than the Company. Furthermore, anyone
selling on the Internet may be a potential competitor.
Forward Looking Statements. This Statement contains forms of
forward-looking statements that are based on the Company's beliefs as well as on
assumptions made by, and information currently available to, the Company. When
used in this Statement, the words "hope", "believe", "expect", "anticipate",
"estimate" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions, some of which are identified and described in this "Risk Factors"
section. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results will vary
materially from those anticipated, estimated, or projected and the variations
may be material. The Company cautions potential investors not to place undue
reliance on any such forward-looking statements; all of which speak only as of
the date made.
Government Regulations. Presently, there are no current regulations,
state or federal, affecting auctions on the Internet and neither are any
expected. In the future, governmental regulations may develop, having an adverse
effect on such operations of the Company.
Principal Products and Services
-------------------------------
Harvey's Great Things operates a large retail store, ten showrooms, a
warehouse and an auction facility (all in one location) occupying approximately
7,000 square feet in the Nichols Hills area of Oklahoma City. Harvey's Great
Things has a developing reputation for buying, selling, and trading "Great"
items, which can range from classic cars to antique furniture, art deco,
jewelry, early American furniture, Santa Fe art, great art, collectibles and
accessories and gift items. All of the above operations were commenced in April,
1998.
Harvey's Great Things is also using the World Wide Web to sell its
products both through its own Website, Harvey's Great Things.com, as well as
through many auctions of its products via other auction sites.
Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty Payments
or Labor Contracts
------------------
None.
Need for Government Approval of Principal Products or Services
--------------------------------------------------------------
5
<PAGE>
None, currently; however, see the following caption.
Effect of Existing or Probable Governmental Regulations on Business
-------------------------------------------------------------------
See the heading "Risk Factors," under the caption "Business" of this
Item, specifically, the risk factors entitled "Government Regulations" and
"Limited Market for the Company's Common Stock."
Research and Development
------------------------
See Item 2., "Plan of Operations."
Number of Employees
-------------------
The Company has six full-time and two part-time employees.
Item 2. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------
Results of Operations.
----------------------
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30,
1998
Net sales increased $97,118 to $108,253 in 1999 from $11,135 in 1998,
a 872% increase. It should be noted, however, that operations commenced in
April, 1998. Nevertheless, the Company attributes this growth to, among other
things, good word of mouth promotion by customers.
The Company's gross profit percentage increased to about 76% in 1999
from about 57% in 1998. Again it should be noted that 1998 was the first opening
months. However, the Company believes this percentage increase was brought about
by increased margin realized on the sale of art deco items.
General and administrative increased from $18,791 in 1998 to $587,930
in 1999. The 1999 figure includes consulting, web site construction, salaries
and legal totaling approximately $400,000. The Company believes that it can
control these costs more efficiently going forward, however there can be no
assurance the Company will be able to do so.
Calendar year 1998 versus 1997 results can not be comparatively
analyzed since the Company had no operations in 1997.
Commencement of Operations.
---------------------------
April, 1998 to June 30, 1999 - Non-recurring Operating Expenses
The Company's policy is to expense all non-capital expenditures
incurred prior to the opening and with the opening of its store. The same policy
applies to web site construction. The aggregate of the above expenditures was
approximately $280,000 (Store opening costs were approximately $10,000 during
the three months ended June 30, 1999 and approximately $41,000 during the six
months ended December 31, 1998; catalogue development costs were approximately
$42,000 during the six months ended June 30, 1999; and website development costs
were approximately $187,000 during the six months ended June 30, 1999).
Plan of Operations.
-------------------
Harvey's is developing, preparing, and mailing 10,000 copies of the
Harvey's Great Things' catalog; which will be an auction and mail order
catalogue of featured items for auction and retail. A searchable and more
comprehensive catalogue of Harvey's "Great" Things will be available on the
"Harvey's Great Things" web site on the World Wide Web. This virtual catalogue
will cost approximately $15,000 to complete, with completion estimated around
November 1, 1999.
Harvey's also has implemented its "Harvey's Great Things.com" web site
through Phase Two for the buying, selling (including by auction), and trading of
Harvey's Great Things.
6
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The Company anticipates a three-phase plan to develop its online
operations in an efficient and quality manner. Phase one involves the initial
building of the online community. This step entails the construction of a web
site that the Company believes will be graphically on par with the major
retailers on the World Wide Web. The content of Harvey's web site will be
centered on providing information about collectibles, art deco, antiques, art,
and many other "Great" things. The web site will have guest columnists and
featured reporters and critics, as well as calendars and chatboards. The Company
believes that the customer will view Harvey's web site as a hub for internet
activity for collectibles, art deco, antiques, art, and other "Great" things.
Phase two begins with the commencement of online retailing and
auctions. For this phase the Company intends to use established online person to
person auction sites to adapt the Company's customers to the concept of online
auctions, as well as attract new customers for the Company's high quality
"Great" things. The Company does not intend to compete directly with any of the
established online auction "engines". While Harvey's Great Things' web site will
service a niche market, and sell its own inventory, it will also utilize
established auction "engines" to attempt to generate additional revenue from
other businesses.
Phase three begins with the internalization of Harvey's web site's
e-commerce features. Through a combined auction and virtual-catalogue format,
Harvey's intends to offer an extensive listing and auction of its entire
inventory. This format should allow Harvey's to offer to sell virtually its
entire inventory since there are no theoretical limitations on web space.
Harvey's also anticipates offering to become distributors to certain select
manufacturers and retailers through its auction and E-commerce formats.
Throughout all three phases of Harvey's online presence, Harvey's web
site will be used to support and advertise all of Harvey's Great Things physical
store functions and events.
In addition, the Company also proposes to engage in the business of
offering for other businesses auctions of new, unique and/or used non-Harvey
merchandise over the Internet. The Company intends to conduct auctions on the
Internet for national as well as international markets through its proposed
Internet site at www.Harvey'sGreatThings.com. The Company plans to develop a
web site that will have on-going auctions for other businesses in two areas: (i)
a primary market, where manufacturers and suppliers will offer their new
merchandise to consumers, dealers, wholesalers and distributors in a global
market at clearance prices, and (ii) a secondary market, where dealers and
businesses will be able to offer their unique or used merchandise for auction in
various product categories.
Year 2000 Disclosure
- --------------------
The Company has been addressing computer software modifications or
replacements to enable transactions to process properly in the year 2000. Based
on currently available information, all internal changes have been made. All of
the Company's internal servers and those used for our web operations are Y2K
compliant. Although the Company is working with suppliers and customers (i.e.
management of the Company engages in ongoing telephone followups) regarding this
issue, no assurance can be given with respect to any potential adverse effects
on the Company of any failure by other parties to achieve year 2000 compliance.
All of our external auction providers, who are critical to our business, have
stated they are or will be Y2K compliant, however there can be no assurance of
this.
If our external auction providers' systems crash we could loose a
significant portion of our revenues. A likely worst case scenario involves a
loss of most, if not all, revenues. The Company does not have Year 2000
contingency plans in place and does not intend to develop such plans. Adverse
effects of Year 2000 problems include loss of valued customers upset over
computer problems. The Company has spent approximately $5,000 on Year 2000
efforts.
The Company anticipates satisfying its cash requirements for the next
twelve months from the net cash proceeds of its April 7, 1999 504 Offering and
from possible additional equity and/or debt financing. However, it is uncertain
when and how such additional financing will be available, if at all.
The foregoing contains "forward-looking" statements and information,
all of which is modified by reference to the caption "Risk Factors," Item 1.
7
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Liquidity.
----------
As set forth in the Company's unaudited financial statements for June
30, 1999 (Item 13.), the Company's cash position was $24,999 as of June 30,
1999, and its total current assets were $249,998, compared to current
liabilities of $13,415. The Company's net revenues for the first six months of
1999 were $108,253, with a net loss of $505,469. Operations commenced April
1998, nevertheless, net revenue for the six months ended June 30, 1998 was
$11,135 with a net loss of $12,466. At June 30, 1998 current assets were
$105,651, compared to current liabilities of $9,980. Cash at June 30, 1998 was
$2,878.
The major sources of cash for the six months ended June 30, 1999 was
funds raised through a 504(D) offering and sales revenue. Major uses of cash was
primarily for current operating expenses.
Presently the Company has no material commitments for capital
expenditures. The Company has put on hold a previous plan to acquire the
building it is leasing.
Item 3. Description of Property.
---------------------------------
Harvey's leases its business building at 801 Northwest 63rd Street in
Oklahoma City, Oklahoma. Currently, the Company has a five year lease for the
building with a yearly rent of $36,000 for the first year, $42,000 for the
second year, $48,000 for the third year, $54,000 for the fourth year, and
$60,000 for the fifth year. In addition, under the existing lease, the Company
is also liable for all utilities and services furnished to the premises and all
real estate taxes levied on the premises.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------- ------------------ ------------
Harvey S. Bryant* (and 4,000,000 38.5%
Claudia Bartel Bryant)
Robert E. Rickard* 3,200,000 30.9%
--------- -----
7,200,000 69.4%
*The business addresses of the above parties is 801 Northwest 63rd
Street, Oklahoma City, OK 73116.
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------------- ------------------ ----------
Harvey S. Bryant* (and 4,000,000 38.5%
Claudia Bartel Bryant)
Robert E. Rickard* 3,200,000 30.9%
Claudia Bartel Bryant* (and 400,000 3.8%
Harvey S. Bryant)
Julie Marie Bryant* 400,000 3.8%
--------- -----
8,000,000 77.0%
8
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*The business addresses of the above parties is 801 Northwest 63rd
Street, Oklahoma City, OK 73116.
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in December of each year) or until
their successors are elected or appointed and qualified, or their prior
resignations or terminations.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
Harvey S. Bryant President & Chairman, 12/3/97 *
Director
Mark Fisher Chief Operating Officer, 4/24/99 *
Executive Vice-President,
and Director
Robert E. Rickard Vice President and 12/3/97 *
General Manager, Director
Claudia Bartel Bryant Secretary - Treasurer, 12/3/97 *
Director
Julie Marie Bryant Vice President, Director 6/1/98 *
</TABLE>
*These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Person Age Office
------ --- ------
Harvey S. Bryant 49 President and Chairman, Director
----------------
Mr. Bryant attended Oklahoma State University in Stillwater, Oklahoma.
He has approximately twenty-five years experience operating businesses and as a
business consultant. His specializations include the merger and acquisition
area.
9
<PAGE>
From January, 1977 through January, 1990 Mr. Bryant was associated
with the investment banking firm Anderson, Bryant and Co. as a registered
stockbroker and principal. Anderson, Bryant and Co. was founded in 1963, and was
a national investment banking firm based in Oklahoma City. Mr. Bryant handled
mergers and acquisitions, other investment banking opportunities, and supervised
the operations of Anderson, Bryant and Co.'s two Florida offices. Mr. Bryant,
along with his brother, was one of the founding fathers of the 'RIBS" (Regional
Investment Bankers Syndication).
Person Age Office
------ --- ------
Mark Fisher 49 Chief Operating Officer, Executive Vice-
----------- President, and Director
Mr. Fisher attended Northridge State University, Northridge,
California. He has over twenty-five years experience operating small to national
size businesses. He has extensive experience in the Internet and technology
arenas. He was previously the Chief Financial Officer of www.creditcards.com, a
well known Internet credit card processing company. Mark also was part of Earl
Scheib's turnaround management team.
From June, 1984 through February, 1995 Mr. Fisher led Jaslie Dental
services from a small family owned dental network to California's premier
independent prepaid dental network. Mr. Fisher handled all financial and
administrative matters. Mr. Fisher joined Earl Scheib Inc. as its Executive
Director of Information and Technology Systems. He designed and implemented a
nationwide year 2000 compliance program. After finishing his work with Earl
Scheib, he joined www.creditcards.com and led them through a revamping of their
financial and accounting systems.
Person Age Office
------ --- ------
Robert E. Rickard 50 Vice President and General Manager,
----------------- Director
Mr. Rickard attended the University of Oklahoma, in Norman, Oklahoma.
He has more than twenty-eight years experience as an owner-operator of
businesses located in Oklahoma and California.
From June, 1970 through December, 1979 Mr. Rickard was the principal
owner and operator of Bob Rickard Homes, Inc., building and selling over 200
homes and light commercial properties.
From February, 1980 until October of 1997 Mr. Rickard was the
principal owner and operator of Investment Vettes, Inc. and Bob Rickard Auto
Sales, Inc., both of which were multipoint wholesale and retail automobile
dealerships.
Person Age Office
------ --- ------
Claudia Bartel Bryant 52 Secretary - Treasurer, Director
---------------------
10
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Mrs. Bryant's responsibilities include buying, appraising and
inventory control.
From 1980 through 1989 Mrs. Bryant, the wife of Harvey S. Bryant,
served as an administrative assistant in the oil industry. Since 1990 Mrs.
Bryant has served as Vice President and Secretary of Bryant Investment Company.
Person Age Office
------ --- ------
Julie Marie Bryant 22 Vice President, Director
Ms. Bryant is a recent graduate from the University of Southern
California. She completed her undergraduate studies and acquired a degree from
the Marshall School of Business, with an emphasis in the Entrepreneur Program.
Ms. Bryant has been a significant factor in the steady increase of
Harvey's sales. Her current projects include helping to expand Harvey's Great
Things, Inc. onto the World Wide Web, conducting live auctions, and being
responsible for the development and preparation of the new mail order and
auction catalog.
Family Relationships.
- ---------------------
Claudia Bryant, the Secretary-Treasurer, is the wife of Harvey Bryant,
the President and Chairman. Julie Bryant, Vice-President, is the daughter of
Harvey Bryant.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
11
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Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Award Payouts
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Compen-
Position Ended ($) ($) Compen- Stock Options outs sation
sation
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Julie Bryant,
Vice President 1998 0 0 0 0 0 0 $11,950
Robert Rickert,
Vice President 1998 0 0 0 0 0 0 $26,500
</TABLE>
In Feb., 1999 the Company commenced paying annual salaries to its
officers as follows: Harvey Bryant, $50,000; Robert Rickert, $50,000; Mark
Fisher, $50,000; Julie Bryant, $45,000; Damon Edwards, $60,000; Claudia Bryant,
$20,000.
Except as stated above, no cash compensation, deferred compensation or
long-term incentive plan awards were paid, issued or granted to the Company's
management during the years ended December 31, 1998 or December 31, 1997, nor
during the six months ended June 30, 1999. Further, no member of the Company's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
However, see Note 5 to the Company's December 31, 1998 Audited
Financial Statements in Item 13 covering the Company's $95,000 of 1998 loans to
Harvey Bryant, the Company's Chairman and President. See also the June 30, 1999
unaudited financial statements and notes regarding loans to shareholders.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
12
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Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, 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.
- --------------------------------------------------------
The only transactions between members of management, nominees to
become a director or executive officer, 5% stockholders, or promoters or persons
who may be deemed to be parents of the Company are:
During the period October 1, 1998 through December 31, 1998 the
Company made a series of loans to its largest shareholder/President and Chairman
Harvey S. Bryant ("Chairman") and to a privately held corporation controlled by
the Chairman. At December 31, 1998 the loans were consolidated into two notes
with balances as follows:
Loan directly to Chairman (Harvey S. Bryant) $70,000
Loan to entity controlled by Chairman 25,000
-------
$95,000
=======
These transactions were not at arm's length transactions.
Both loans are 7 1/2% unsecured notes with maturity dates of December
31, 1999 at which time principal and interest are due. However, at December 31,
1999 the Company will decide whether to renew these loans including interest. No
interest was paid or accrued in 1998.
The funds for the above loans came from capital raised from
shareholders pursuant to a 504(D) offering exempt from registration. The 504(D)
offering memorandum did not disclose that the Company was making these loans.
As of June 30, 1999 the following amounts were outstanding as loans to
shareholders:
Loans directly to Chairman (Harvey S. Bryant) $ 95,000
Loans to an entity controlled by Chairman 55,000
Loans to an officer (Robert Rickert) 16,723
Loans to an officer (Julie Bryant) 9,900
--------
$176,623
========
These transactions were not at arm's length transactions.
All of the above loans are 7 1/2% unsecured notes with maturity dates
of December 31, 1999 at which time principal and interest are due. However, at
December 31, 1999 the Company will decide whether to renew these loans including
interest. No interest has been paid or accrued in 1999.
The funds for the above loans came from capital raised from
shareholders pursuant to a 504(D) offering exempt from registration. The 504(D)
memorandum did not disclose that the Company would make these loans to
shareholders, or any loans at all to shareholders.
During 1998 the Company paid Robert Rickart $26,500 for independent
contractor services and Julie Bryant $11,950 for independent contractor
services. These services involved business consulting to the Company. Both of
these individuals are now classified as Company employees. These transactions
were not at arms length transactions.
See Item 10. for the details of the Company's sales of its restricted
common stock to its officers and directors.
Item 8. Legal Proceedings.
- --------------------------
The Company is not a party to any pending legal proceeding. To the
Company's knowledge, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company. No director, executive officer
or persons who may be deemed to be an "affiliate" of the Company or owner of
record, or beneficially, of more than five percent of the Company's common stock
is a party adverse to the Company, or has a material interest adverse to the
Company in any proceeding.
Item 9. Market Price of and Dividends on the Company's Common Equity and Other
Stockholder Matters.
- --------------------
13
<PAGE>
Market Information.
- -------------------
There has never been any "established trading market" for shares of
the common stock of the Company. The Company anticipates that at least one
market maker will file a Form 15(c)2-11 with the National Association of
Securities Dealers ("NASD"), and thereby anticipates obtaining the right from
the NASD to have the Company's stock quoted on the NASD Bulletin Board. However,
there can be no assurance that such application will be granted by the NASD. No
assurance can be given that any current market for the Company's common stock
will develop or be maintained. For any market that develops for the Company's
common stock, the sale of "restricted securities" (common stock) pursuant to
Rule 144 of the Securities and Exchange Commission by members of management, or
any other person to whom any such securities may be issued in the future may
have a substantial adverse impact on any such public market. A minimum holding
period of one year is required for resales under Rule 144, along with other
pertinent provisions, including publicly available information concerning the
Company (this requirement will be satisfied by the filing and effectiveness of
this Registration Statement, the passage of 90 days and the continued timely
filing by the Company of all reports required to be filed by it with the
Securities and Exchange Commission; limitations on the volume of "restricted
securities" which can be sold in any 90 day period; the requirement of
unsolicited broker's transactions; and the filing of a Notice of Sale of Form
144. 8,400,000 shares of common stock outstanding at August 31, 1999 could be
sold pursuant to Rule 144 under the Securities Act.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 189.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. The Company currently intends to retain any earnings to finance future
growth.
Item 10. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On September 30, 1998, the Company sold for cash, restricted common
stock to its officers and directors as follows: Harvey S. Bryant, 4,000,000
shares for $61,383, Robert E. Rickard, 3,200,000 shares for $48,960, Claudia
Bartel Bryant, 400,000 shares for $6,120 and Julie Marie Bryant, 400,000 shares
for $6,120. The purchasers were in a position to insist upon the issuer
providing them with information more extensive than that contained in a
registration statement.
Also on September 30, 1998, the Company issued, for services rendered,
at par value of $0.001 per share, 200,000 restricted common shares to David L.
Kahn, an Attorney for the Company, and 200,000 restricted common shares to Gary
Bryant, Harvey S. Bryant's brother, a consultant to the Company. The estimated
fair market value of services provided by Messers. Kahn and Bryant were $200
each. The purchasers were in a position to insist upon the issuer providing them
with information more extensive than that contained in a registration statement.
14
<PAGE>
The foregoing described issuances without an underwriter, total
8,400,000 shares of restricted common stock. Each of these persons had access to
all material information regarding the Company prior to the offer or sale,
without an underwriter, of the Company's common stock. These offers and sales of
common stock are believed to have been exempt from the registration requirements
of section 5 of the Securities Act of 1933, as amended, pursuant to section 4(2)
thereof; and by available state exemptions, from similar applicable states'
securities laws exempting from registration the offer and sale of such common
stock.
The following described issuances, without an underwriter, total
2,000,000 shares of unrestricted common stock issued at 50 cents each for a
total of $1 million. These issuances took place from November 30, 1998 through
April 6, 1999. The offers and sales of these securities are believed to have
been exempt from registration pursuant to Rule 504, and from similar applicable
states: securities laws, rules and regulations exempting the offer and sale of
these securities by available state exemptions from required registration. There
was no general solicitation.
On November 30, 1998 a total of 115,750 shares were issued for services
as follows: 100,000 shares to David Kahn for legal services, with an estimated
fair value of $50,000; and 15,750 shares to Damon Edwards for computer related
services, i.e. developing the Company's website, the fair value being $7,875.
On November 30, 1998 a total of 32,000 unrestricted common shares were
issued for inventory as follows: 3,000 shares to William Emert (a party
unrelated to the Company) and 29,000 shares to Teddy Mitchell (a party unrelated
to the Company). The total estimated fairmarket value of this combined inventory
was $16,000.
On November 30, 1998 a total of 298, 750 unrestricted common shares
were issued for cash, all at 50 cents per share, for a total of $149,375, as
follows: Lawrence Alley, 600 shares; BDD Trust, 10,000 shares; Randy Colton,
60,000 shares; Joe H. Cunningham Revocable Trust, 4,000 shares; Danny Daniels,
5,000 shares; Mike Epperson, 20,000 shares; Every Dog Has Its Day, Inc., 21, 000
shares; William Fair 2,000 shares; Loretta Flow, 1,000 shares; Cathey Ford
10,000 shares; Joe P. Gallagher 10,000 shares; Chris Gorman, 10,000 shares;
Steve Gorman, 10,000 shares; Jack Krepps 400 shares; Jerry D. Little, 40,000
shares; Nancy L. Miller 2,000 shares; Juan Montelongo, 500 shares; R. Pierce,
20,000 shares; Rhonda Seward, 23,750 shares; Aaron Shira, 20,000 shares; Beverly
Smith, 5,000 shares; Sterling Speaks 500 shares; Larry Speck, 20,000 shares and
Mark Strodtman 3,000 shares.
15
<PAGE>
On January 22, 1999 a total of 184,250 unrestricted common shares were
issued for services as follows: 100,000 shares to Gary Bryant, brother of Harvey
S. Bryant, for consulting services, with an estimated fair value of $50,000; and
84,250 shares to Damon Edwards for computer related services, i.e. developing
the Company's website, the fair value being $42,125. Messers. Bryant and Edwards
provided these services in January, 1999, no accrued expenses were due to these
parties at December 31, 1998.
On January 22, 1999 a total of 286,800 unrestricted common shares were
issued for cash, all at 50 cents per share, for a total of $143,400, as follows:
Gerald Coles, 20,000 shares; Every Dog Has Its Day, Inc., 25,000 shares; Brenda
Gardner, 500 shares; Mark Greenway, 10,000 shares; Dixie Harris, 5,000 shares;
Albert William Hartman, 1,500 shares; Ronald D. Hays, 17,800 shares; Don Hickey,
1,000 shares; George W. Huffman, 20,000 shares; Doreen Hunt, 1,000 shares;
Marvin W. Jackson, 4,000 shares; K.D. Lackey, Jr., 2,000 shares; Tomilou Gentry
Liddell, 3,000 shares; Bill Maguire, 1,000 shares; George Maker, 2,000 shares;
Terry M. McGhee, 4,000 shares; John M. Meek, 8,000 shares; Glenn Miller, 6,000
shares; Lisa Mitchell, 5,000; Shares; Joe Max Moore, 10,000 shares; Kerri
Newcomb, 2,000 shares; Warren Pickering, 8,000 shares; Philip Alex Roberts,
2,000 shares; James E. Ross, 8,000 shares; Sam Saber; 6,000 shares; Michael J.
Sanford, 10,000 shares; Elvira J. Sexten, 25,000 shares; William C. Sexton,
10,000 shares; Andy Sheen 8,000 shares; Robert J. Sine, Jr., 15,000 shares;
Michael Smith, 5,000 shares; Bryant Watts, 15,000 shares; Charles Watts, 10,000
shares; Cecil W. Werner, 2,000 shares; Danny Williams, 10,000 shares; and Duane
R. Yost - Living Trust, 4,000 shares.
On February 22, 1999 a total of 101,900 unrestricted common shares were
issued for cash, all at 50 cents per share, for a total of $50,950, as follows:
Bennet R. Anderson, 2,000 shares; Anthony Angelotti, 2,000 shares; Faye
Angelotti, 600 shares; Joseph G. Beard, 1,500 shares; Bradley H. Friedel, 40,000
shares; J. Dan Maples, 2,000 shares; Stephen L. Rogers, 3,000 shares; William
Sexton, 30,000 shares; Robert J. Sine, 20,000 shares; and Dave Welch, 800
shares.
On March 5, 1999 a total of 208,100 unrestricted common shares were
issued for cash, all at 50 cents per share, for a total of $104,050, as follows:
Greg Brown, 2,000 shares; Terry F. Brown, 1,000 shares; Thomas E. Brown, 10,000
shares; Tom Brown, 2,000 shares; Delbert N. Converse, 1,000 shares; Every Dog
Has Its Day, Inc., 4,000 shares; R. W. Finley Rev. Trustee, 1,000 shares Van L.
Gardner, 10,000 shares; Rick Hargett, 1,000 shares; J.W. Hays or Ester Hays,
Joint Tenants with Right of Survivorship, 4,000 shares; George Heidelberger, 400
shares; Jerry L. Hurt, 200 shares; Mark Hyde, 4,000 shares; Elmer Kemp, 1,000
shares; Vickie Koumaris, 20,000 shares; K.D. Lackey, Jr. 14,000 shares; Eddie
Lewis, 8,000 shares; Jerry D. Little, 40,000 shares; Wendy Lucas, 200 shares;
Jack Luman, 2,000 shares; Robert H. Mitchell, 5,000 shares; Teddy Mitchell,
26,000 shares; Robert B. Noller, Jr., 5,000 shares; Lanny Rider, 1,000 shares;
Kaye Rogers, 2,000 shares; Tony C. Scarberry, 4,000 shares; Rhonda Seward, 4,300
shares; Graydon P. Sheen, 4,000 shares; Aaron Shrina, 10,000 shares; James B.
Smith, 10,000 shares; Jim G. or Nancy C. Starros, 1,000 shares; Don Sumner,
1,000 shares; Randy and Mary Thompson, 4,000 shares; Shawn Thompson, 2,000
shares; John F. Vaughn, 2,000 shanes; Shannon Williams, 1,000 shares.
16
<PAGE>
On March 19, 1999 a total of 315,650 unrestricted common shares were
issued for cash, all at 50 cents per share, for a total of $157,825, as follows:
Larry W. Alley, 1,000 shares; Jill Anderson, 1,000 shares; Grant Barnes 3,000
shares; Elton W. Blakes, 400 shares; Jimmy L. Brower, 1,000 shares; Diane D.
Culbertson, 1,000 shares; Timothy Michael Curran, 10,000 shares; Dong Davis,
3,000 shares; Paul W. Davis, 2,000 shares; Steven D. Davis, 1,000 shares; James
K. Duren, 10,000 shares; Chris Fagan, 4,000 shares; Ron Hays, 6,625 shares; G.
Rudy Hierschg, Jr., 3,000 shares; David Hill, 1,000 shares; Kenneth W. Kinsey,
35,000 shares; Alex Koumaris, 5,000 shares; Michael Koumaris, 20,000 shares;
Nicholas James Koumaris, 5,000 shares; K.D. Lackey, Jr., 10,000 shares; Harold
and Kathry Lasiter, 500 shares; Jack Lasiter, 500 shares; Jerry D. Little,
40,000 shares; Jerry Maxwell, 5,000 shares; Kirk and Heather McCornack; T.D.
Mitchell, 82,000 shares; Aneta S. Newton, 1,000 shares; Mark O'Donnell, 8,000
shares; Fred Schmidt, 6,000 shares; Rhonda Seward, 4,625 shares; Damian Smith,
1,000 shares; Daniel Kelly Smith, 7,000 shares; Kevin Smith, 10,000 shares;
Lethel Smith, 12,000 shares; Phillip Smith, 10,000 shares; and James Daniel
White, 5,000 shares.
On April 6, 1999 a total of 456,800 unrestricted common shares were
issued for cash, all at 50 cents per share, for a total of $228,400, as follows:
W. Larnce and Thelma E. Alley, With Right of Survivorship, 1,400 shares; Thomas
E. Brown, 6,000 shares; Tom Brown, 2,000 shares; Margaret R. Bryant, 4,000
shares; Gary E. Bryant, 50,000 shares; Linda W. Cassidy, 500 shares; Joe D.
Childers, 2,000 shares; Pamela K. and Thomas E. Crownover, 4,000 shares; Mark S.
or Patricia Fisher, 10,000 shares; Mark S. or Patricia Fisher, 90,000 shares;
Jessie Gilmare, 2,000 shares; Richard Gookman, 1,000 shares; Alvie E. Groves,
1,000 shares; Bill Hinton, 500 shares; W. Mark Hyde, 1,000 shares; Elmer Kemp,
500 shares; Holln Lloyd, 4,000 shares; Jack Luman, 2,000 shares; J. Dan Maples,
10,000 shares; J. Ryan Medley, 5,000 shares; Teddy Mitchell, 70,000 shares;
Arnold Magseth, 5,000 shares; Benny Mollman, 3,000 shares; Candice Mollman,
1,000 shares; Mark Mollman, 10,000 shares; Gene Oldenburg, 2,000 shares; Scott
Patterson, 2,000 shares; Don Piccolo, 500 shares; Ron Pierce 30,000 shares; Bill
Platter, 1,000 shares; Q. Partners Limited "A", an Oklahoma Limited Partnership,
2,000 shares; Beverly J. Reed, 5,000 shares; Lanny Rider, 2,000 shares; Lyle
Rhodes, 2,000 shares; Lyle Rhodes, 2,000 shares; Andrea G. Rose, 2,000 shares;
Richard A. Russo, 500 shares; Bob Sine, 80,000 shares; Kevin Patrick Sine, 3,000
shares; Robert J. Sine, 25,000 shares; Charlie V. Southard, 1,000 shares; Gary
Southerland, 200 shares; Joe D. Spain, 3,000 shares; Jim G. or Nancy C. Stavros,
Joint Tenants with Right of Survivorship, 1,000 shares; Jenetta Sumner, 1,000
shares; Matthew H. Telowicz, 500 shares; Richard J. Telowicz, 500 shares; Danny
Thompson, 200 shares; Jack E. Vandaveer, 1,000 shares; Rick or Louise Vandaveer,
Joint Tenants with Right of Survivorship, 1,000 shares; Richard Washington, 500
shares; Phillip Wilson, 1,000 shares; and Brian Yost, 1,000 shares.
17
<PAGE>
Item 11. Description of Securities.
- ------------------------------------
Common Stock
------------
The Company has one class of securities authorized, consisting of
50,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
All shares of the common stock now outstanding are fully paid and
non-assessable.
No Outstanding Options, Warrants or Calls
-----------------------------------------
Currently, there are no outstanding options, warrants or calls to
purchase any of the authorized securities of the Company.
No Provisions Limiting Change of Control
----------------------------------------
There is no provision in the Company's Articles of Incorporation or
Bylaws that would delay, defer, or prevent a change in control of the Company.
Item 12. Indemnification of Directors and Officers.
- ----------------------------------------------------
Pursuant to the General Corporation Act of the State of Oklahoma,
under most circumstances the Company's officers and directors may not be held
liable to the Company or its shareholders for errors in judgment or other acts
or omissions in the conduct of the Company's business unless such errors in
judgment, acts or omissions constitute fraud, gross negligence or malfeasance.
Article V of the Corporation's Bylaws states:
"The Corporation shall indemnify its directors, officers, and
employees as follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director, officer, or
employee is adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
18
<PAGE>
(b) The Corporation shall provide to any person who is or was a
director, officer, employee. or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer. employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase
of liability insurance by way of implementing the provision of this Article V."
Item 13. Financial Statements and Supplementary Data.
19
<PAGE>
Harvey's Great Things, Inc.
Financial Statements
December 31, 1999
20
<PAGE>
JAAK (JACK) OLESK
Certified Public Accountnat
270 North Canon Drive, Suite 203
Beverly Hills, California 90210
(310) 288-0693
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
Harvey's Great Things, Inc.
I have audited the accompanying balance sheet of Harvey's Great Things,
Inc. as of December 31, 1998 and the related statements of operations,
shareholders' equity and cash flows for the year ended December 31, 1998 and for
the period from inception December 3, 1997 to December 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 audits.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 audits provide 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 Harvey's Great
Things, Inc. as of December 31, 1998 and the results of its operations and its
cash flows for the year ended December 31, 1998 and for the period from
inception December 3, 1997 to December 31, 1997, 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 suffered losses from operations that
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
/s/ Jaak Olesk CPA
Beverly Hills, California
January 19, 1999
21
<PAGE>
HARVEY'S GREAT THINGS, INC.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Current Assets
Cash $ 48,811
Inventories 29,143
------------
Total Current Assets 77,954
Property and Equipment
Leasehold Improvements 4,761
Furniture and Equipment 2,500
Less accumulated depreciation (363)
------------
Total Property and Equipment 6,898
Other Assets
Loans to shareholder (Note 5) 95,000
------------
Total Other Assets 95,000
------------
$ 179,852
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Taxes Payable $ 229
Accrued Expenses 5,000
------------
Total Current Liabilities 5,229
Commitments and Contingencies Note 6
Shareholders' Equity
Common stock, $0.001 par
value; 50,000,000 shares
authorized; 8,846,500 issued and
outstanding 8,847
Additional paid-in capital 337,386
(Deficit) (171,610)
------------
Total Shareholders' Equity 174,623
------------
$ 179,852
============
See accompanying notes to financial statements.
22
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENTS OF OPERATIONS
From Inception
December 3,
Year Ended 1997 to
December 31, December 31,
1998 1997
------------- -------------
Net Sales $ 42,881 $ --
Cost of Sales 17,940 --
------------- -------------
Gross Profit 24,941 --
Expenses:
General and
Administrative 196,551 --
------------- -------------
(Loss) before
income taxes (171,610) --
Income taxes -- --
------------- -------------
NET (LOSS) $ (171,610) $ --
============= =============
Net (Loss)
per share of Common
stock $ (.020) $ --
============= =============
Weighted average
common shares
outstanding 8,311,796 --
============= =============
See accompanying notes to financial statements.
23
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock Additional
--------------------- Paid-In
Shares Amount Capital (Deficit) Total
---------- ---------- ---------- ---------- ----------
Inception,
December 3, 1997 - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ----------
Balance,
December 31, 1997 - - - - -
---------- ---------- ---------- ---------- ----------
Common Shares
issued for cash
January 1, 1998-
September 30,
1998 8,000,000 8,000 114,583 - 122,583
Common Shares
issued for
services,
September 30,
1998 400,000 400 - - 400
Common shares
issued for
cash October 1,
1998-December
31, 1998 298,750 299 149,076 - 149,375
Common Shares
issued for
inventory
October 1, 1998-
December 31, 1998 32,000 32 15,968 - 16,000
Common Shares
issued for
services October
1, 1998-
December 31, 1998 115,750 116 57,759 - 57,875
Net (loss) for
the year ended
Dec. 31, 1998 - - - (171,610) (171,610)
---------- ---------- ---------- ---------- ----------
Balance,
Dec. 31, 1998 8,846,500 $ 8,847 $ 337,386 $(171,610) $ 174,623
========== ========== ========== ========== ==========
See accompanying notes to financial statements.
24
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENTS OF CASH FLOWS
From Inception
Year December 3,
Ended 1997 to
December 31 December 31,
1998 1997
-------------- --------------
Operating activities:
Net (loss) $ (171,610) $ --
Adjustments to
reconcile net
(loss) to net cash (used by)
operating activities:
Depreciation 363 --
Shares issued for
services and inventory 90,430
Changes in operating assets
and liabilities:
Inventories (29,143) --
Taxes payable 229 --
Accrued Expenses 5,000 --
-------------- --------------
Net Cash (used by)
operating activities: (104,731) --
Investing activities: -- --
Acquisition of
property and equipment (7,261) --
Loans to shareholder (95,000) --
-------------- --------------
Net cash used by
investing activities (102,261) --
Financing activities:
Issuance of common shares 255,803 --
-------------- --------------
Net increase in cash 48,811 --
Cash at beginning of period -- --
-------------- --------------
Cash at end of period $ 48,811 $ --
============== ==============
Supplemental disclosures:
Cash paid during the period for:
Interest $ -- $ --
============== ==============
Income taxes $ -- $ --
============== ==============
Non-cash financing transactions:
Common shares issued
for services $ 58,275 $ --
============== ==============
Common shares issued
for inventory $ 32,155 $ --
============== ==============
See accompanying notes to financial statements.
25
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - Summary of Significant Accounting Policies
NATURE OF OPERATIONS
Harvey's Great Things, Inc., (the "Company"), an Oklahoma corporation,
was incorporated on December 3, 1997. For the period December 3, 1997 to
December 31, 1997 there were no significant transactions. Operations commenced
April 1, 1998. The Company is in the retail business, specializing in antiques
and art deco items.
PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment is recorded at cost and is depreciated over the
estimated lives of approximately five years using the straight-line method.
CASH EQUIVALENTS
Cash equivalents consist of funds invested in money market accounts and
in investments with a maturity of three months or less when purchased.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined by the specific identification method. Inventories are comprised
primarily of antiques and art deco pieces.
SHARES FOR SERVICES
Valuation of shares issued for services is based on the fair market
value of services.
(LOSS) PER SHARE
The computation of (loss) per share of common stock is based on the
weighted average number of shares outstanding during the period presented.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
INCOME TAXES
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (See Note 3).
REVENUE RECOGNITION
Sales are recorded net of an estimate for returns and allowances.
RECLASSIFICATIONS
Certain items in prior year financial statements have been reclassified
to conform to the 1998 presentation.
26
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1998
NOTE 2 - Basis of presentation and considerations related to
continued existence (going concern)
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred a net loss for the year ended December 31, 1998 of $171,610. This
factor, among others, raises substantial doubt about the Company's ability to
continue as a going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no assurance
management will be successful in its endeavors.
NOTE 3 - Income taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" which requires the use of the liability method of accounting for deferred
income taxes.
At December 31, 1998, the Company had a tax net operating loss
carryforward of approximately $165,000 which expires in 2013. This has been
fully reserved due to the uncertainty of a going concern. At December 31, 1998,
the Company did not have any significant deferred tax liabilities or deferred
tax assets.
NOTE 4 - Property and Equipment
Leasehold improvements consist of improvements to the Company's
location in Oklahoma City.
Furniture and equipment consists of office furniture and office
equipment acquired by the Company.
27
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1998
NOTE 5 - Loans to shareholder
During the period October 1, 1998 through December 31, 1998 the Company
made a series of loans to its largest shareholder/President and Chairman
("Chairman") and to a privately held corporation controlled by the Chairman. At
December 31, 1998 the loans were consolidated into two notes with balances as
follows:
Loan directly to Chairman $70,000
Loan to entity controlled by Chairman 25,000
-------
$95,000
=======
Both loans are 7 1/2% unsecured notes with maturity dates of December
31, 1999 at which time principal and interest are due. However, at December 31,
1999 the Company will decide whether to renew these loans including interest. No
interest was paid or accrued in 1998.
The funds for the above loans came from capital raised from
shareholders pursuant to a 504 (D) offering exempt from registration. The 504
(D) offering memorandum did not disclose that the Company was making these
loans.
NOTE 6 - Commitments and contingencies
Currently, the Company has a five year lease for its building with a
yearly rent of $36,000 for the first year, $42,000 for the second year, $48,000
for the third year, $54,000 for the fourth year, and $60,000 for the fifth year.
Rental expense for the year ended December 31, 1998 was $27,000.
28
<PAGE>
The following financial statements and notes are unaudited:
HARVEY'S GREAT THINGS, INC.
BALANCE SHEET
JUNE 30, 1999
ASSETS
Current Assets
Cash $ 24,999
Inventories 208,357
Credit card receivables 16,642
-------------
Total Current Assets $ 249,998
Property and Equipment
Leasehold Improvements 8,198
Furniture and Equipment 27,973
Less accumulated
depreciation/amortization (3,473)
-------------
Total Property and Equipment 32,698
Other Assets
Loans to shareholders (Note 5) 176,623
-------------
Total Other Assets 176,623
-------------
$ 459,319
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Taxes Payable $ 9,915
Accrued Expenses 3,500
-------------
Total Current Liabilities 13,415
Commitments and Contingencies Note 6
Shareholders' Equity
Common stock, $0.001 par
value; 50,000,000 shares
authorized; 10,245,200 issued and
outstanding 10,400
Additional paid-in capital 1,112,583
(Deficit) (677,079)
-------------
Total Shareholders' Equity 445,904
-------------
$ 459,319
=============
See accountant's compilation report.
See accompanying notes to financial statements.
29
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENTS OF OPERATIONS
Six Months Six Months
------------- -------------
Ended Ended
------------- -------------
June 30, 1999 June 30, 1998
------------- -------------
Net Sales $ 108,253 $ 11,135
Cost of Sales 25,792 4,808
------------- -------------
Gross Profit 82,461 6,325
Expenses:
General and
Administrative 587,930 18,791
------------- -------------
(Loss) before
income taxes (505,469) (12,466)
Income taxes - -
------------- -------------
NET (LOSS) $ (505,469) $ (12,466)
============= =============
Net (Loss)
per share of Common
stock $ (.04) $ (.01)
============= =============
Weighted average
common shares
outstanding 9,778,967 2,000,000
============= =============
See accountant's compilation report.
See accompanying notes to financial statements.
30
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Retained
------------- -------------
Common Stock Paid-In Earnings
---------------------------- ------------- -------------
Shares Amount Capital (Deficit) Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance,
Dec. 31, 1998 8,846,500 $ 8,847 $ 337,386 $ (171,610) $ 174,623
Common shares
issued for
services on
January 22, 1999 184,250 184 91,941 - 92,125
Common shares
issued for cash
January 1, 1999-
April 6, 1999 1,369,250 1,369 683,256 - 684,625
Net (loss) for
six months
ended
June 30, 1999 - - - (505,469) (505,469)
------------- ------------- ------------- ------------- -------------
Balance,
June 30, 1999 400,000 10,400 1,112,583 (677,079) 445,904
============= ============= ============= ============= =============
</TABLE>
See accountant's compilation report.
See accompanying notes to financial statements.
31
<PAGE>
HARVEY'S GREAT THINGS, INC.
STATEMENTS OF CASH FLOWS
Six Months Six Months
------------- -------------
Ended Ended
------------- -------------
June 30, 1999 June 30, 1998
------------- -------------
Operating activities:
Net (loss) $ (505,469) $ (12,466)
Adjustments to reconcile net
(loss) to net cash provided
by operating activities:
Depreciation and amortization 3,110 -
Shares issued for services 92,125 -
Changes in assets
and liabilities:
Inventories (179,214) 3,115
Taxes payable 9,686 -
Accrued expenses/
accounts payable (1,500) 14,229
Credit card receivables (16,642) -
------------- -------------
Net Cash provided by (used by)
operating activities: (597,904) 4,878
Investing activities:
Loans made to shareholders (151,623) -
Loans repaid in cash
by shareholder 70,000 -
Acquisition of
property and equipment (28,910) (2,000)
------------- -------------
Net Cash provided by (used by)
investing activities: (110,533) (2,000)
Financing activities:
Issuance of shares 684,625 -
Net increase (decrease)
in cash (23,812) 2,878
Cash at beginning of period 48,811 -
------------- -------------
Cash at end of period $ 24,999 $ 2,878
============= =============
Supplemental disclosures:
Cash paid during the period for:
Interest $ - $ -
============= =============
Income taxes $ - $ -
============= =============
Non-cash financing
transactions:
Common shares issued
for services $ 92,125 $ -
============= =============
See accountant's compilation report.
See accompanying notes to financial statements.
32
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - Summary of Significant Accounting Policies
NATURE OF OPERATIONS
Harvey's Great Things, Inc., (the "Company"), an Oklahoma corporation,
was incorporated on December 3, 1997. Operations commenced April 1, 1998. The
Company is in the retail business, specializing in antiques and art deco items.
MANAGEMENT'S ASSERTION - INTERIM FINANCIAL STATEMENTS
These interim financial statements include all adjustments necessary to
present fairly, in all material respects, the financial condition and results of
operations of the Company for the period ended June 30, 1999. All adjustments
made were of a normal recurring nature.
PROPERTY AND EQUIPMENT, LEASEHOLD IMPROVEMENTS AND DEPRECIATION
Property and equipment is recorded at cost and is depreciated over the
estimated lives of approximately five years using the straight-line method.
Leasehold improvements are being amortized over the five year leasehold period.
EQUIVALENTS
Cash equivalents consist of funds invested in money market accounts and
in investments with a maturity of three months or less when purchased.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined by the specific identification method. Inventories are comprised
primarily of antiques and art deco pieces.
SHARES FOR SERVICES
Valuation of shares issued for services is based on the fair market
value of services.
(LOSS) PER SHARE
The computation of (loss) per share of common stock is based on the
weighted average number of shares outstanding during the period presented.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
See accountant's compilation report.
33
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
JUNE 30, 1999
NOTE 1 - Summary of Significant Accounting Policies(continued)
REVENUE RECOGNITION
Sales are recorded net of an estimate for returns and allowances.
INCOME TAXES
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (See Note 3).
RECLASSIFICATIONS
Certain items in prior year financial statements have been reclassified
to conform to the 1999 presentation.
NOTE 2 - Basis of presentation and considerations related to continued existence
(going concern)
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred a net loss for the six months ended June 30, 1999 of $505,469. The net
loss for the year ended December 31, 1998 was $171,610. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no assurance
management will be successful in its endeavors.
NOTE 3 - Income taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" which requires the use of the liability method of accounting for deferred
income taxes.
At June 30, 1999, the Company had a tax net operating loss carryforward
of approximately $165,000 which expires in 2013. This has been fully reserved
due to the uncertainty of a going concern. At June 30, 1999, the Company did not
have any significant deferred tax liabilities or deferred tax assets.
See accountant's compilation report.
34
<PAGE>
HARVEY'S GREAT THINGS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
JUNE 30, 1999
NOTE 4 - Property and Equipment
Leasehold improvements consist of improvements to the company's
location in Oklahoma City. Furniture and equipment consists of office furniture
and office equipment acquired by the Company.
NOTE 5 - Loans to shareholders
As of June 30, 1999 the following amounts were outstanding as loans to
shareholders:
Loans directly to Chairman $ 95,000
Loans to an entity controlled by Chairman 55,000
Loans to an officer 16,723
Loans to an officer 9,900
------------
$ 176,623
============
All of the above loans are 7 1/2 % unsecured notes with maturity dates
of December 31, 1999 at which time principal and interest are due. However, at
December 31, 1999 the Company will decide whether to renew these loans including
interest. No interest has been paid or accrued in 1999.
The funds for the above loans came from capital raised from
shareholders pursuant to a 504 (D) offering exempt from registration. The 504
(D) memorandum did not disclose that the Company would make these loans to
shareholders, or any loans at all to shareholders.
NOTE 6 - Commitments and contingencies
Currently, the Company has a five year lease for its building with a
yearly rent of $36,000 for the first year, $42,000 for the second year, $48,000
for the third year, $54,000 for the fourth year, and $60,000 for the fifth year.
See accountant's compilation report.
35
<PAGE>
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
The Company has not had any changes in, or disagreements with,
accountants since inception.
Item 15. Financial Statements and Exhibits
- -------------------------------------------
(a) Jaak Olesk
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the years
December 31, 1998 and December 31, 1997
---------------------------------------
Independent Auditor's Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
(b) The following exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description*
- --------- ------------
3.1 Initial Articles of Incorporation dated December 3, 1997.
3.2 By-laws.
4.1 Commercial Lease
* Summaries of all exhibits contained within this Registration Statements
are modified in their entirety by reference to these Exhibits.
36
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Amended Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: 10/28/99 By: /s/ Harvey S. Bryant
---------------------------------
Harvey S. Bryant, Director
and President
Date: 10/28/99 By: /s/ Claudia Bartel Bryant
---------------------------------
Claudia Bartel Bryant, Director
Secretary/Treasurer
37
<PAGE>
OFFICE OF THE SECRETARY OF STATE
STATE OF OKLAHOMA
CERTIFICATE OF INCORPORATION
WHEREAS, the Certificate of Incorporation of
HARVEY'S GREAT THINGS, INC.
has been filed in the office of the Secretary of State as provided by the laws
of the State of Oklahoma.
NOW THEREFORE, I the undersigned, Secretary of State of the State of
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
certificate evidencing such filing.
IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.
[SEAL] Filed in the City of Oklahoma City this 3RD
day of DECEMBER, 1997.
/s/ signature
-----------------------------
Secretary of State
By: /s/ signature
<PAGE>
Fee: $1.00 per $1,000.00 FILED
On Authorized Capital DEC - 1997
MINIMUM FEE: $50.00 CERTIFICATE OF INCORPORATION OKLAHOMA SECRETARY
(PROFIT) OF STATE
FILED IN DUPLICATE
PRINT CLEARLY
FOR OFFICE USE ONLY
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA
1. The name of this corporation is
HARVEY'S GREAT THINGS, INC.
- --------------------------------------------------------------------------------
(Please refer to procedure sheet for statutory words required to be included in
the corporate name.)
2. The address of the registered office in the State of Oklahoma and the name
of the registered agent at such address are:
HARVEY S. BRYANT 5550 NORTHEAST 50TH STREET OKLAHOMA CITY OKLAHOMA 73121
- --------------------------------------------------------------------------------
NAME NUMBER & STREET ADDRESS CITY COUNTY ZIP CODE
(P.O. BOXES ARE NOT ACCEPTABLE)
---
3. The duration of the corporation is PERPETUAL
------------------------------------------
(Perpetual unless otherwise stated)
4. The purpose or purposes for which the corporation is formed are:
TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH CORPORATIONS MAY BE
ORGANIZED UNDER THE GENERAL CORPORATION LAW OF OKLAHOMA.
5. The aggregate number of shares which the corporation shall have authority
to issue, the designation of each class, the number of shares of each class, and
the par value of the shares of each class are as follows:
NUMBER OF SHARES SERIES PAR VALUE PER SHARE
(Or, if without par value, so state)
Common 50,000,000 .001
------------------ -------------------
Preferred_______________ ___________________
TOTAL NO. SHARES: 50,000,000 TOTAL AUTHORIZED CAPITAL: $50,000.00
-------------- ------------
<PAGE>
6. If the powers of the incorporator(s) are to terminate upon the filing of the
certificate of incorporation, the names and mailing addresses of the persons who
are to serve as directors:
NAME MAILING ADDRESS CITY STATE ZIP CODE
---- --------------- ---- ----- --------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
7. The name and mailing address of the undersigned incorporator(s):
NAME MAILING ADDRESS CITY STATE ZIP CODE
---- --------------- ---- ----- --------
HARVEY S. BRYANT 5550 NORTHEAST 50TH STREET OKLAHOMA CITY OK 73121
- --------------------------------------------------------------------------------
________________________________________________________________________________
THE UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Oklahoma does certify that the facts herein stated are true, and
has accordingly hereunto set my hand this 3rd day of December, 1997.
/S/ Harvey S. Bryant
----------------------------------------
Signature
----------------------------------------
Signature
BYLAWS
OF
HARVEY'S GREAT THINGS, INC.
---------------------------
adopted DECEMBER 3RD, 1997
<PAGE>
BYLAWS
OF
HARVEY'S GREAT THINGS, INC.
---------------------------
ARTICLE I
OFFICES
The principal office of the Corporation in the State of OKLAHOMA shall be
located in OKLAHOMA CITY County of OKLAHOMA. The Corporation may have such other
offices. either within or without the State of OKLAHOMA, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the 15TH day in the month of DECEMBER in each year beginning with the
year 1998, at the hour of TEN o'clock A.m., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of OKLAHOMA, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute may be called by the
President or by the Board of Directors, and shall be called by the President at
the request of the holders of not less than 51 percent (51 %) of all the
outstanding shares of the Corporation entitled to vote at thc meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of OKLAHOMA unless otherwise
prescribed by stature, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without the State of
OKLAHOMA, unless otherwise prescribed by statute, as the place for the holding
of such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
SECTION 4. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall unless otherwise prescribed by statute,
be delivered not less than TEN (10) nor more than THIRTY (30) days before the
date of the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his/her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
<PAGE>
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least THIRTY (30 )
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than THIRTY (30) days and, in case of a meeting of shareholders, not less than
TEN (10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the dare on which the resolution of the Board of Directors
declaring such dividend is adopted. as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
SECTION 7. QUORUM. A majority of he outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are 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 shareholders present at a duly organized meeting may-continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. VOTING OF SHARES. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
<PAGE>
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed, by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the Corporation shall be fixed by the Board of Directors, but in no event shall
be less than TWO (2). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall have been elected and
qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. NOTICE. Notice of special meeting shall be given at least one
(1) day previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of
<PAGE>
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if lees than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of Board of
Directors.
SECTION 8. ACTION WITHOUT A MEETING. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by election by the Board
of Directors for a term of office continuing only until the next election of
directors by the shareholders.
SECTION 10. COMPENSATION. By resolution of the Board of Directors, each
director may be paid his/her expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his/her dissent shall be entered in the minutes of the meeting or unless he/she
shall file written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any office except those
of President and Secretary. Any two or more offices may be held by the same
person, except- for the offices of President and Secretary which may not be held
by the same person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to
be elected by
<PAGE>
the Board of Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his/her successor shall have been duly elected
and shall have qualified, or until his/her death, or until he/she shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever, in its judgement, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He/she shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. The President may sign,
with the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT. In the absence of the President or in event of
his/her death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned by the President
or by the Board of Directors. If there is more than one Vice President, each
Vice President shall succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the President in order of
date of election, the earliest date having the first rank.
SECTION 7. SECRETARY. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
minute books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors.
<PAGE>
SECTION 8. TREASURER. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; (b) receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name the of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his/her duties in such sum and with
such sureties as the Board of Directors shall determine.
SECTION 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers, and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a party, or in
which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of the corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are incurred, except
in such cases wherein the director, officer, or employee is adjudged guilty
of willful misfeasance or malfeasance in the performance of his/her duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee. or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer. employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is
specifically permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provision of this Article V.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
Provided, however, that upon any action undertaken by the shareholders to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders' agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the bylaws so long as said agreement is in force and
effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1ST day of JANUARY
and end on the 31ST day of DECEMBER of each year.
<PAGE>
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 3RD day of DECEMBER, 1997
/s/ Claudia Bartel Bryant
----------------------------
Secretary
COMMERCIAL LEASE
This Lease is entered into by and between INDEPENDENCE VENTURES #1, a limited
liability company with an address of P0 BOX 1292, EDMOND, OK 73083 "Landlord"),
and HARVEY'S GREAT THINGS, INC., a corporation with an address of 801 NW 63rd,
OKLAHOMA CITY, OK 73116 ("Tenant").
In consideration of the mutual covenants contained herein and other valuable
consideration received, and with the intent to be legally bound, Landlord and
Tenant agree as follows:
1. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the following premises: LAND & BUILDING AT 801 NW 63RD, OKLAHOMA CITY,
also known as the East 100 feet of lots 32, 33, 34, 35, and all of lots 36, 37
and 38 of block THREE in the BALTIMORE HEIGHTS ADDITION to Oklahoma City,
Oklahoma County, Oklahoma, according to the recorded p1at thereof (the
"Premises"). This Lease also includes all fixtures, equipment, and personal
property in the Premises.
2. TERM. The term of this Lease will be for sixty months, commencing on May 1,
1998, and ending on midnight on April 30, 2003, unless sooner terminated
according to the provisions hereof.
3. RENT. Tenant agrees to pay to Landlord, without any deduction or set off, a
total rent of $240,000.00, payable in equal monthly installments of $3,000.00
per month for first year, $3,500.00 per month for second year, $4,000.00 per
month for third year, $4,500.00 per month for the fourth year, and $5,000.00 per
month during the filth year in advance, on the first day of each month during
the term of this Lease. Rent shall be paid to Landlord at PO BOX 1292, EDMOND,
OKLAHOMA 73083, or at such other address as Landlord may specify in writing to
Tenant. Time is of the essence in this Lease.
4. SECURITY DEPOSIT. Upon the execution of this Lease, Tenant shall pay to
Landlord a security deposit in the amount of $3,000.00 to be held as security
for the payment of rent and the faithful performance by Tenant of all of its
obligations in this Lease. The security deposit way be used to reimburse
Landlord for all costs and expenses incurred due to Tenant's breach of any
covenant, term or condition of this Lease. Landlord may use the security deposit
to repair any damage to the Premises caused by Tenant or others, and to clean
the Promises upon termination of this Lease. Should any amount be so used,
Tenant agrees to restore the security deposit to its original amount. `The
security deposit shall be held and applied as provided by the laws of Oklahoma.
The security deposit may not be applied by Tenant to the payment of rent. If
Tenant fully performs its obligations hereunder, the security deposit, or
balance, shall promptly be returned to Tenant after the termination of this
Lease.
5. UTILITIES. Tenant will pay for all utilities and services furnished to the
Premises. Landlord will pay for no utilities and services furnished to the
Premises. Landlord shall not be liable for any loss or expense incurred by
Tenant by reason of the interruption or failure of any utility or service if due
to any cause beyond Landlord's control.
6. LATE CHARGES. If Tenant fails to pay any installment of rent or any other
amount due hereunder within 5 days of the date the same is due, Tenant shall pay
Landlord a late payment charge equal to 1-1/2 percent monthly of the overdue
amounts.
7. USE. The Premises shall be used by Tenant for retail & office and for
activities incidental thereto. Tenant may not use the Premises for any other
purpose without obtaining the prior written consent of Landlord
8. TENANT'S TAX OBLIGATION. As additional rent, Tenant shall pay and discharge
when due all real estate taxes, ordinary and special assessments and other
governmental charges levied of or which would become a lien upon the Premises.
Tenant shall furnish Landlord with evidence of the payment of the above upon
Landlord's request. All taxes, assessments and charges shall be apportioned
between Landlord and Tenant to the extent that this Lease is not in effect
during the period of any such assessment. Tenant shall not be required to pay
<PAGE>
any income, profit, excess profit, corporation, capital levy, franchise or other
taxes imposed upon Landlord.
9. PERSONAL PROPERTY TAXES. Tenant shall pay and discharge when due all taxes,
assessments and other governmental charges, if any, levied on or attributable to
personal property or improvements of Tenant located upon the Premises, or
Tenant's use of the Premises.
10. CASUALTY INSURANCE. Upon the execution of this lease and during its terms,
Tenant shall maintain, at its sole expense, fire and extended coverage casualty
insurance on the Premises in such an amount and with such company as may be
acceptable to Landlord. Such policy shall name Landlord as the insured and shall
provide that the insurer may not change or cancel such insurance without giving
21 days prior written notice to Landlord. Tenant shall furnish Landlord with a
copy of such policy or a certificate of insurance upon Landlord's request.
11. LIABILITY INSURANCE. During the term of this Lease and any extension or
renewal, Tenant shall maintain, at its sole- expense, public liability and
property damage insurance with respect to the Premises with such company as may
be acceptable to Landlord. Such policy shall have limits for personal injury of
at least $1,000,000 with respect to one person, and at least $2,000,000 with
respect to more than one person in any one occurrence, and at least $5,000,000
for property damage. Such policy shall name Landlord and Tenant as the insureds,
as their interests may appear, and shall provide that the insurer may not change
or cancel such insurance without giving 21 days prior written notice to Landlord
Tenant shall furnish Landlord with a copy of such policy or a certificate of
insurance upon Landlord's request.
12. MAINTENANCE AND CONDITION. Tenant shall maintain and repair the premises and
surrounding area.
Tenant acknowledges that it has examined the Premises and fixtures, equipment
and personal property and that they are in good condition and repair. Tenant
shall keep the same clean, safe and in as good order and repair as they were at
the commencement of this Lease, ordinary wear and tear excepted. Tenant shall
use all fixtures, appliances, and facilities in a reasonable manner. Tenant
shall dispose of all garbage in designated disposal facilities. Tenant will pay
for all damage to the Premises and repairs required due to any act or negligence
of Tenant or others. Landlord and Tenant each agree to maintain and repair the
Premises in compliance with all laws, ordinances and regulations applicable to
them. Tenant agrees to promptly give notice to Landlord of any required repairs
or unsafe conditions and Landlord will be afforded a reasonable period of time
to complete the same.
13. TENANT'S IMPROVEMENTS. Tenant MAY make any alterations, additions or
improvements without on each occasion obtaining the prior written consent of
Landlord. Unless otherwise agreed in writing, all alterations, additions and
improvements shall become the property of Landlord and shall remain on the
Premises at the expiration or termination of this Lease, provided, however, that
Landlord, at its option, may require Tenant to remove any such alterations,
additions or improvements and restore the Premises to its former condition.
14. DISCHARGE OF LIENS. Tenant agrees to promptly pay its contractors and
suppliers for all work performed and materials furnished to the Premises, if
any. In the event any mechanic's or similar lien is filed on the Premises which
is claimed to arise from Tenant's actions, Tenant shall, at its sole expense,
discharge or bond against such lien within 10 days of notice from Landlord.
15. DELIVERY OF POSSESSION. If Landlord is unable through no fault on its part
to deliver possession of the Premises to Tenant on the commencement date, this
Lease will continue in effect, but rent and otter amounts will be prorated
according to when possession is given to Tenant. The term of this Lease will not
be extended by any such delay. If Landlord is unable to deliver possession
within 30 days of the commencement date, either Landlord or Tenant may terminate
this Lease and all payments made will be returned to Tenant and all obligations
of the parties will cease. Landlord will not be liable for any damages for such
delay or failure to deliver.
<PAGE>
16. QUIET ENJOYMENT. By paying the rent and observing all the agreements, terms
and conditions herein, Tenant shall peaceably and quietly have, hold and enjoy
the Premises during the term of this Lease and any extension or renewal, subject
to the provisions hereof.
17. ACCESS. Landlord and its agents may enter the Premises at all reasonable
times and upon reasonable notice to Tenant to conduct inspections, make
necessary or desired repairs or improvements, or to show the same to prospective
tenants, buyers or lenders. Landlord may also enter the Premises when the same
appear to be abandoned and for the purpose of placing signs offering the
Premises for sale or rent. In an emergency, and as permitted by law, Landlord
may enter the Premises without prior notice to Tenant.
18. COMPLIANCE WITH LAW. Tenant, at its sole expense, shall comply with all
present and future laws, ordinances, regulations and requirements of any
federal, state or local authority relating to Tenant's use of the Premises.
Tenant shall not make or permit any waste' on the Premises, or any nuisance or
use which might interfere with the enjoyment of other tenants or persons in the
general area of the Premises. Tenant shall not commit or permit any act or use
of the Premises which may increase the fire hazard or the cost of fire or other
insurance on the Premises, or cause the cancellation of such insurance. Tenant
shall pay any additional insurance premiums resulting from Tenant's use of the
Premises. Tenant shall obtain, at its sole expense, any licenses or permits
which may be required for Tenant's use of the Premises.
19. ASSIGNMENT AND SUBLETTING. Tenant shall have the right at any time to assign
this Lease or sublet all or any portion of the Premises without the consent of
Landlord. No such assignment or subletting shall in any way relieve Tenant of
any of its obligations in this Lease. Any assignee or subtenant shall be bound
by and agrees to assume all of Tenant's obligations in this Lease. This section
shall apply to all successive assignments and subleases.
20. FIRE AND CASUALTY. This Lease will terminate upon a total destruction of the
Premises due to fire or other casually and rent will be apportioned as of such
date. In the event the Premises are damaged by fire or other casualty so as to
render the Premises unsuitable for the use for which the same are leased, rent
will be abated until Landlord shall have restored the same to substantially
their former condition. Provided, however, that if Landlord elects not to repair
such damage, or if such repairs shall not have been completed within 90 days,
either party may terminate this Lease and rent will be apportioned as of the
date of termination.
21. CONDEMNATION. If the entire Premises is acquired or condemned by the power
of eminent domain by any public or other authority, then this Lease will
terminate upon the date such taking becomes effective. Rent and other payments
will be apportioned as of such date. If any part of the Premises is so acquired
or condensed so as to render the Premises unsuitable for the use for which the
same are leased, then this Lease may be terminated by either party upon thirty
days written notice to the other. Rent and other payments will be apportioned
between the parties as of the date of termination. If this Lease is not so
terminated, then rent and other payments will be abated according to the nature
and extent of the area taken. All damages awarded for such taking shall belong
to and be the exclusive property of Landlord. Tenant agrees to sign such further
instruments of assignment as Landlord may reasonably request to accomplish the
foregoing. Provided, however, that any damages awarded for moving expenses or
Tenants fixtures, improvements or equipment shall belong to Tenant.
22. LOSS OR DAMAGE. Unless caused by the negligence of Landlord, Landlord will
not be liable for any loss, damage or theft of any property of Tenant or others
kept or stored in or about the Premises. Tenant acknowledges that it is Tenant's
responsibility to insure its own property and improvements.
23. INDEMNIFICATION.
(a) Tenant shall indemnify and hold Landlord harmless from any and
all claims, loss, damages, liens, expenses, including reasonable
attorney's fees, and liabilities of whatever nature, arising out
of or relating to (i) any default by Tenant in the performance or
observance of any covenant, term or condition of this Lease, (ii)
loss or damage to any property or injury or death to Tenant or
any person occurring on or about the Premises due to any cause
other than Landlord's negligence, and (iii) Tenant's use and
occupancy of the Premises.
<PAGE>
(b) Landlord shall indemnity and hold Tenant harmless from any and
all claims, loss, damages, liens, expenses, including reasonable
attorney's fees, and liabilities of whatever nature, arising out
of or relating to any default by Landlord in the performance or
observance of any covenant, term or condition of this Lease.
24. DEFAULT. Tenant shall be in default of this Lease upon the occurrence of any
one of the following events:
(a) failure to pay any installment of rent or any other amount
required herein on the date the same is due;
(b) failure to perform or observe any other covenant term or
condition of this Lease which shall not be corrected within 15
days after written notice from Landlord, or for such longer
period as may be reasonably necessary to correct such default;
(c) abandonment or cessation of business operations at the Premises
by Tenant;
(d) any misrepresentation or omission of or on behalf of Tenant made
to Landlord in connection with this Lease;
(e) the taking of the leasehold created hereby on execution or by
other process of law;
(f) insolvency or failure of Tenant or any guarantor to generally pay
its debts as they become due;
(g) assignment for the benefit of creditors of, or appointment of a
receiver or other officer for, all or any part of Tenant's or any
guarantor's property; or
(h) adjudication of bankruptcy, or filing of a petition under any
bankruptcy or debtor's relief law by or against Tenant or any
guarantor.
25. REMEDIES OF LANDLORD.
(a) Upon any default by Tenant, Landlord may, at its option,
terminate this Lease and/or commence eviction proceedings in
accordance with the laws of Oklahoma. Upon any such default,
Landlord shall also have the right to enter upon the Premises or
any part thereof, without demand or notice, and repossess the
same and expel Tenant and any other occupants and their effects,
either with or without terminating this Lease. Any entry may be
with or without process of law, by force, if necessary, or
otherwise according to law. No entry shall subject Landlord to
any liability for trespass or damages. Upon any entry or
termination, Landlord agrees to use reasonable efforts to relet
the Premises on Tenant's behalf or otherwise, for such term and
rent as Landlord may determine. No act or failure to act by
Landlord shall waive any remedies which Landlord may have for
arrears of rent or breach of covenant or release Tenant from any
liability whatsoever.
(b) Upon any termination or entry as above, Tenant shall indemnify
Landlord against all loss of rents and other amounts which
Landlord may incur over the remainder of the term in addition to
paying all overdue rent and other payments. At Landlord's
election, Tenant shall pay to Landlord an amount equal to the
excess of the rent and other payments hereunder for the remainder
of the term over the fair rental value of the Premises over the
same period. Tenant shall also pay to Landlord all costs and
expenses incurred by Landlord by reason of Tenant's default
including, without limitation, attorney's fees, costs of
regaining possession and reletting the Premises, broker's fees,
storage fees and repairing and cleaning costs.
26. NO WAIVER. The failure of Landlord or Tenant to require strict performance
by the other of any covenant, term or condition of this Lease is not a waiver
for the future of any breach of the same or any other covenant, term or
condition herein. Landlord's acceptance of rent is not a waiver of any breach by
Tenant.
<PAGE>
27. REMEDIES CUMULATIVE. To the extent permitted by law, the rights and remedies
of Landlord herein are cumulative, and the exercise of any one of them will not
be deemed to be in exclusion of any other. The rights and remedies herein are in
addition to any other rights and remedies available to Landlord at law or
equity.
28. RIGHT TO CURE OTHER'S DEFAULT. If either Landlord or Tenant fails to perform
any covenant, term or condition of this Lease, the other party may, after giving
reasonable notice, perform such covenant, term or condition and expend whatever
sums may be necessary. All sums expended shall be repaid on demand. This
performance shall not waive any rights or remedies which either party may have
against the other for such default.
29. SUBORDINATION OF LEASE. This Lease is subject and subordinate to all present
and fixture mortgages, trust deeds and other security instruments that may be
placed on the Premises; provided that for so long as Tenant is not in default of
this Lease, no foreclosure or similar proceeding will terminate this Lease or
impair any of Tenant's rights. In the event of any such proceeding, Tenant shall
attend to the new owner and accept such successor as the new Landlord under this
Lease. Although no further act by Tenant is necessary to accomplish rite above,
Tenant agrees to sign any other instruments evidencing this subordination and
attainment as Landlord may reasonably request.
30. UNAVOIDABLE DELAYS. Neither party will be liable for any delay or failure in
the performance of any of its obligations herein when due to labor disputes,
inability to obtain materials or services, wars, governmental laws or
restrictions, weather, acts of God, or any other cause beyond the reasonable
control of such party. Provided, however, that this section shall not excuse
Tenant from the prompt payment of rent or any other amount due herein.
31. SURRENDER AND HOLDING OVER. No surrender of the Premises or this Lease shall
be effective unless accepted in writing by Landlord. At the expiration or sooner
termination of this Lease, Tenant will remove its effects and peaceably deliver
possession of the Premises to Landlord in as good repair and condition as they
were at the commencement of this Lease, ordinary wear and tear expected. Any
property left on the Premises after Tenant vacates or abandons the Premises
shall be deemed abandoned and Landlord may remove, store and/or dispose of the
same as it meet fit, subject to applicable law. If Tenant holds over beyond the
expiration or termination of this Lease and rent is accepted by Landlord, a
month to month tenancy only shall be created which will otherwise be governed by
the terms and conditions of this Lease. Nothing in this section shall be
construed as a consent to any holding over by Tenant.
32. OPTION TO PURCHASE.
(a) During the term of this Lease, and provided Tenant is not in
default of this Lease, Tenant shall have the exclusive option to
purchase the Premises according to the following terms and
conditions.
(b) If Tenant elects to exercise this option, Tenant shall send
written notice to that effect to Landlord. If the option is
exercised, Landlord shall sell and Tenant shall purchase the
Premises.
(c) The purchase price for the Premises is $310,000.00 during the
first 36 months of the lease, then $325,000.00 during the next 24
months. After the initial five years the purchase price will be
$350,000.00 payable on the closing in cash. All payments must be
with certified funds.
(d) The closing will take place 30 days after the exercise of the
option by Tenant. The closing will take place at American
Guaranty Title Company. The sale will be closed according to the
usual and customary closing procedures in effect in the county
where the Premises is located. At the closing, Landlord and
Tenant agree to exercise and deliver to the other all instruments
which may be reasonably requested by the other party or the
closing agent.
<PAGE>
(e) On the closing, Landlord will convey the Premises by a good and
sufficient warranty deed conveying a good and marketable title,
free of all liens and encumbrances, except all easements, rights
of way, covenants and restrictions of record, current and future
property taxes and assessments, and zoning and other governmental
laws and regulations, provided none of the foregoing interfere
with the continued use of the Premises for its present use. The
Premises will be conveyed in their present condition, reasonable
wear and tear excepted. The sale shall also include all fixtures
now on the Premises and used in connection therewith, if any, at
no additional cost. Landlord, at its sole cost, shall furnish
Tenant with a preliminary report or abstract of title from a
reputable title company as soon as possible after the exercise of
the option. Tenant shall give written notice to Landlord of any
objections to title within 10 days.
(f) If Landlord shall be unable to deliver title or make conveyance
as provided herein, Tenant at its option, may (i) terminate the
purchase and sale of the Premises and all obligations of the
parties relating thereto shall cease, or (ii) waive the defects
and accept whatever title Landlord is able to convey with such
reduction in the purchase price, if any, as is reasonably
necessary to cure the defect(s).
(g) Current property taxes, regular and special assessments, water
and sewer charges, fuel, rentals, interest, insurance, operating
expenses and other customary matters, if any, shall be prorated
between the parties on the closing, provided the same are not the
obligation of Tenant under the Lease.
(h) Landlord shall bear the risk of all loss or damage to the
Premises from all causes until the closing. Should there be any
damage that is not restored to its former condition by the
closing, Tenant, at its option, may (i) terminate the purchase
and sale of the Premises and all obligations of the parties
relating thereto shall cease, or (ii) purchase the Premises and
be entitled to all insurance proceeds upon payment of the
purchase price.
(i) Landlord and Tenant promise that they have not dealt with any
broker or finder in connection with this sale other than Maxco
International, LLC. Landlord agrees to pay such commission in
full in the amount of 6%. In the event of any claim by any other
broker or finder, the party who procured such broker or finder
will pay the claim in full.
33. LIMITED LIABILITY. It is expressly agreed that neither Landlord nor any
individual, partner, shareholder or member comprising Landlord shall be
personally liable under this Lease. In the event Landlord breaches any provision
of this lease, Tenant will look solely to the equity, if any, of Landlord in the
Premises to satisfy its claims and remedies, and Landlord's liability shall not
exceed such equity interest.
34. NOTICES. All notices and communications under this Lease shall be in writing
and shall be deemed to be properly given when delivered personally or sent by
certified mail, return receipt requested, to Landlord at P0 BOX 1292, EDMOND,
OKLAHOMA 73083, or to Tenant at 801 NW 63rd, OKLAHOMA CYIY, OKLAHOMA 73116, or
to such other address as either party may specify in writing to the other.
35. ENTIRE AGREEMENT. The parties acknowledge that they have read and understand
the terms of this Lease. This Lease contains the entire agreement and
understanding between the parties regarding the Premises and is subject to no
agreements, conditions or representations that are not expressly set forth
herein. This Lease may only be amended in writing and signed by both Landlord
and Tenant.
36. INVALID PROVISION. If any provision of this Lease shall be invalid or
unenforceable, the remaining provisions shall remain in full force and affect.
37. CAPTIONS. The captions in this Lease are inserted only for convenience and
in no way construe or interpret the provisions hereof or affect their scope or
intent.
<PAGE>
38. PARTIES BOUND. This Lease shall be binding upon and shall inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and assigns.
39. RIDERS. The riders and exhibits, if any, attached hereto and initialed by
the parties are made a part of this Lease.
40. ADDITlONAL PROVISIONS.
TENANT AGREES TO LEASE THE PREMISES IN AN "AS IS, WHERE IS" CONDITION. UPON
EXECUTION OF THIS AGREEMENT, THE TENANT SHALL HAVE THE RIGHT TO OCCUPY THE
PREMISES, BUT WILL AT THAT TIME BECOME RESPONSIBLE FOR UTILITIES.
THE FIRST RENT PAYMENT WILL BE DUE MAY 1, 1998 AND AT THAT TIME, THE TENANT WILL
BE RESPONSIBLE FOR INSURANCE AND ALL OTHER EXPENSES.
IN WITNESS WHEREOF, this Lease is executed on the
6TH day of March, 1998
LANDLORD
INDEPENDENCE VENTURES, LLC
/S/ Joe W. Maxey
------------------------------
Joe W. Maxey
Manager
TENANT
HARVEY'S GREAT THINGS, INC.
/S/ Harvey S. Bryant, President
-------------------------------
Harvey S. Bryant
GUARANTY
FOR VALUE RECEIVED, and in consideration of Landlord entering into the above
Lease with Tenant, the undersigned hereby unconditionally guarantees the prompt
and full payment of rent and other amounts due thereunder, and the performance
by Tenant of all other obligations terms and conditions of the Lease and any
extension or renewal thereof. The undersigned waives notice of acceptance of
this Guaranty, demand, notice of Tenant's default, and suretyship defenses of
all kinds. Landlord may extend the time of payment or performance, or release or
grant any indulgence to Tenant without releasing the liability of the
undersigned. Landlord need not proceed against Tenant prior to proceeding
against the undersigned. The undersigned agrees to pay all costs, expenses and
attorney's fees incurred by Landlord in enforcing the Lease and this Guaranty.
Dated 3/6/1998
Guarantor:
/S/ Harvey S. Bryant
----------------------------
Harvey S. Bryant
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<PERIOD-START> JAN-01-1998
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