U.S. Securities and Exchange Commission
Washington, D.C. 20549
<P>
Form 10
<P>
General form for registration of securities of small
business issuers Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
<P>
Global Realty Management Group, Inc.
(Name of Small Business Issuer in its charter)
<P>
Florida
(State or other jurisdiction of incorporation or
organization)
<P>
65-0735872
(I.R.S. Employer Identification No.)
<P>
701 Brickell Avenue, Suite 3120
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
<P>
(305) 539-0900
(Issuer's telephone number)
<P>
Securities to be registered under Section 12(b)
of the Act:
Securities to be registered under Section 12(g)
of the Act: X
<P>
Title of each class to be so registered: Common Stock,
Par Value $.001
<P>
Stock Name of each exchange on which each class is to be
registered:
OTC Electronic Bulletin Board
<P>
To simplify the language in this Registration Statement,
Global Realty Management Group, Inc. is referred to
herein as "the Company" or "We."
<P>
Item 1. Business.
- -------------------
Business Development. We were incorporated under the name
Global Realty Management Group, Inc. in the State of Florida
on February 10, 1997.
<P>
We have not been involved in any bankruptcy, receivership or
similar proceeding. We have not been involved in any
material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not
in the ordinary course of business.
<P>
Business of Issuer. We are a development stage company whose
business is property management, development, construction
and leasing. We will be responsible for not only
collecting rent from our clients, but also maintaining
the property and paying expenses relating to the
property. In addition, the Company intends to manage
residential and office properties owned by third parties and
affiliated companies. There are numerous residential and
office properties that compete with the Company in
attracting tenants.
<P>
The Company's corporate offices are located at 701 Brickell
Avenue, Suite 3120, Miami, Florida 33131. The
Company's corporate staff consists of three persons,
including two professionals experienced in all aspects
of residential and commercial real estate. The
Company's telephone number is (305) 539-0900.
<P>
All of the management and leasing operations with respect to
the properties as well as leasing operations with
respect to a portion of the properties not owned by the
Company will be conducted through a management company
organized as a limited liability company ("Management
LLC").
<P>
MANHATTAN OFFICE MARKET BACKGROUND
<P>
The term "Class B" is generally used in the Manhattan (New
York City) office market to describe office properties
which are more than 25 years old but which are in good
physical condition, enjoy widespread acceptance by
high-quality tenants and are situated in desirable locations
in Manhattan. Class B office properties can be
distinguished from Class A properties in that Class A
properties are generally newer properties with higher
finishes and obtain the highest rental rates within
their markets.
<P>
A variety of tenants who do not require, desire or cannot
afford Class A space are attracted to Class B office
properties due to their prime locations, excellent
amenities, distinguished architecture and relatively
less expensive rental rates. Class B office space has
historically attracted many smaller growth oriented
firms and has played a critical role in satisfying the space
requirements of particular industry groups in
Manhattan, such as the advertising, apparel, business
services, engineering, not-for-profit, "new media" and
publishing industries. In addition, several areas of
Manhattan, including many in which particular trades or
industries traditionally congregate, are dominated by
Class B office space and contain no or very limited
Class A office space. Examples of such areas include
the Garment District, the Flatiron District, the areas
immediately south and north of Houston Street ("Soho"
and "Noho", respectively), Chelsea, and the area
surrounding the United Nations. Businesses
significantly concentrated in certain of these areas
include those in the following industries: "new media",
garment, apparel, toy, jewelry, interior decoration,
antiques, gift ware, and UN-related businesses. The
concentration of businesses creates strong demand for the
available Class B office space in those locations.
<P>
The Company's management team intends to develop a
comprehensive knowledge of the Manhattan Class B office
market, an extensive network of tenant and other
business relationships and experience in acquiring
management contracts of underperforming office
properties and repositioning them into profitable Class
B properties through intensive full service management and
leasing efforts.
<P>
The Company believes that the recovery of the New York
commercial real estate market from the downturn of the
late 1980's and early 1990's combined with the ongoing
strength of the New York City economy will create an
attractive environment for managing, operating and
acquiring Class B office properties in Manhattan.
<P>
GROWTH STRATEGIES
<P>
The Company will seek to capitalize on current opportunities
in the Class B Manhattan office market through (i)
property acquisitions- acquire Class B office
properties at significant discounts to replacement costs
that provide attractive initial yields and the potential for
cash flow growth, (ii) property repositioning -
repositioning acquired properties that are
underperforming through renovations, active management
and pro-active leasing and (iii) integrated leasing and
property management.
<P>
LEASING AND PROPERTY MANAGEMENT. The Company will seek to
capitalize on management's extensive knowledge of the
Class B Manhattan marketplace and the needs of the
tenants therein by using a pro-active approach to
leasing and management, which will include (i) the use
of in-depth market research, (ii) the utilization of an
extensive network of third-party brokers, (iii)
comprehensive building management analysis and planning and
(iv) a commitment to tenant satisfaction by providing "Class
A" tenant services. The Company believes pro-active leasing
efforts have contributed to average occupancy rates at
the Properties that are above the market average.
<P>
PROPERTY REPOSITIONING. The Company believes that there are
a significant number of potential acquisitions that
could greatly benefit from management's experience in
enhancing property cash flow and value by renovating
and repositioning properties to be among the best in
their sub-markets. Many Class B buildings are located
in or near sub-markets which are undergoing major
reinvestment and where the properties in these markets
have low vacancy rates. Featuring unique architectural
design, large floor plates or other amenities and
functionally appealing characteristics, reinvestment in
these properties poses an opportunity to the Company to meet
market needs.
<P>
PROPERTY ACQUISITIONS. In acquiring properties, the Company
believes that it will have the following advantages
over its competitors: (i) enhanced access to capital as
a public company, (as compared to the generally fragmented
institutional or venture oriented sources of capital
available to private companies) and (ii) the ability to
offer tax-advantaged structures to sellers through the
exchange of ownership interests as opposed to solely
cash transactions.
<P>
COMPETITION IN ITS MARKETPLACE
<P>
All of the properties initially will be located in highly
developed areas of Manhattan and its suburbs that
include a large number of other office properties.
Manhattan is by far the largest office market in the
United States and contains more rentable square feet
than the next six largest central business district office
markets in the United States combined. Of the total
inventory of 379 million rentable square feet in
Manhattan, approximately 172 million rentable square
feet is comprised of Class B office space and 207
million rentable square feet is comprised of Cass A
office space. Many tenants have been attracted to Class B
properties in part because of their relatively less
expensive rental rates (as compared to Class A
properties) and the tightening of the Class A office
market in midtown Manhattan. Consequently, an increase
in vacancy rates and/or a decrease in rental rates for
Class A office space would likely have an adverse effect on
rental rates for Class B office space. Also, the number of
competitive Class B office properties in Manhattan
(some of which are newer and better located) could have
a material adverse effect on the Company's ability to
lease office space at its properties, and on the
effective rents the Company is able to charge.
<P>
In addition, the Company will compete with other property
owners that have greater resources than the Company. In
particular, the Company may in the future compete with
REITs which have been formed solely to own, operate and
acquire Manhattan Class B office properties. In
addition, the Company may face competition from other
real estate companies (including REITs that currently
invest in markets other than Manhattan) that have greater
financial resources than the Company or that are
willing to acquire properties in transactions which are
more highly leveraged than the Company is willing to
undertake. The Company also will face competition from
other real estate companies that provide management,
leasing and construction similar to those to be provided by
the Company.
<P>
EMPLOYEES
<P>
At March 31, 2000, the Company employed a total of 2 persons
on a full-time basis. In addition, depending on client
demand, the Company will utilize manpower agencies to
contract between additional persons on a temporary,
part-time basis. None of the Company's employees are
represented by a labor union. The Company believes
that its relations with its employees are good.
<P>
Item 2. Financial Information
- ------------------------------
<P>
SELECTED FINANCIAL DATA
<P>
The following selected financial data has been extracted
from our financial statements for the six months that
ended December 31, 1999, and for the period from
inception, February 10, 1997 through December 31, 1999. The
results of our operations for any interim period are
not necessarily indicative of the results attained for
a full fiscal year. This selected financial data should
be read in conjunction with our financial statements and
the Notes thereto and "Management's Discussion and
Analysis of Financial Conditions and Results of Operations"
included elsewhere herein.
<TABLE>
<S> <C> <C>
For the period For
the six February10,1997
Months Ended (Inception)
December31,1999 To December31,1999
<P>
DEVELOPMENT STAGE REVENUES $0 $0
<P>
DEVELOPMENT STAGE EXPENSES $(18,658) $(54,844)
<P>
DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE $(18,658 )$(54,844)
</TABLE>
<P>
The following discussion and analysis should be read in
conjunction with the financial statements of the
Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
<P>
The following discussion and analysis contains
forward-looking statements, which involve risks and
uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans
discussed in these forward-looking statements.
<P>
During the past years the Company has spent considerable
time and capital resources defining and developing its
strategic plan operating in the property management,
development, construction, and leasing industries.
<P>
The Company's operations have been devoted primarily to
developing a business plan and raising capital for
future operations and administrative functions. The
Company intends to grow through internal development,
strategic alliances, and acquisitions of existing
businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development
stage losses in the foreseeable future. The ability of the
Company to achieve its business objectives is contingent
upon its success in raising additional capital until
adequate revenues are realized from operations.
<P>
Period ended December 31, 1999 compared with period ended
June 30, 1999.
- ----------------------------------------------------------
<P>
Development stage expenses during the six months ended
December 31, 1999 were greater than the comparable
period of February 10, 1997 (Inception) to December 31,
1999, increasing from $36,186 to 54,844 or a 51.56%
increase. The expenses incurred were primarily due to
various consulting, managerial and professional
services in pursuit of the Company's objectives. This
was in part the result of consulting and professional fees
necessitated by operating in a public environment and
an agreement between the Company and Atlas Equity
Group, Inc. (Owned by Michael D. Farkas, a related
party) for shared office and rent expenses. On-going
increases to development stage expenses are anticipated
during the year 2000.
<P>
Liquidity and Capital Resources
- -------------------------------
<P>
Despite capital contributions and both related party and
third party loan commitments, the Company from time to
time experienced, and continues to experience, cash flow
shortages that have slowed the Company's growth.
During 1999 the consequence of those cash flow shortages has
been an increase of $2,000 in accrued expenses
bringing this figure to $15,000 at December 31, 1999.
<P>
The Company has primarily financed its activities from sales
of capital stock of the Company and from loans from
related and third parties. A significant portion of
the funds raised from the sale of capital stock has
been used to cover working capital needs such as office
expenses and various consulting fees.
<P>
The Company continues to experience cash flow shortages, and
anticipates this continuing through the foreseeable
future. Management believes that additional funding
will be necessary in order for it to continue as a going
concern. The Company is investigating several forms of
private debt and/or equity financing, although there
can be no assurances that the Company will be
successful in procuring such financing or that it will be
available on terms acceptable to the Company.
<P>
Year 2000 Impact Statement
- --------------------------
<P>
The Company has analyzed operations in the property
management, development, construction, and leasing
industries to determine the needs of the Company to
manage residential and office properties. The Company has
professionals experienced in all aspects of residential
real estate, commercial real estate, management and
development agreements in the normal course of its
business and believes those arrangements are sufficient
to handle any minor issues that may arise as a result
of the Year 2000, if any. The Company also intends to create
hard copy of all year-end accounting and management
reports, in the ordinary course of business, which will
serve as a back up of such data if needed.
<P>
Item 3. Properties.
- -------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease.
The primary tenant is The Farkas Group, Inc. The Farkas
Group, Inc. subleases the facility to Atlas Equity
Group, Inc. which is wholly owned by Michael Farkas an
affiliated individual. Atlas Equity Group, Inc. subleases
the facility to us. The landlord is not affiliated with
us. The present monthly rent is $1,000 which includes
utilities and common charges. We believe that this
space is sufficient for us at this time.
<P>
In addition, the Company subleases office space at 5420 13th
Avenue, Brooklyn, NY 11219 from Allstate Realty
Associates for $500 per month. Joseph Spitzer, our
President, Chairman, Chief Executive Officer and
Director is currently the President, Owner and founder
of Allstate Realty Associates.
<P>
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
- -----------------------------------------------------------
<P>
As of March 31, 2000, there were 10,050,000 shares of our
common stock, $0.001 par value issued and outstanding.
The following tabulates holdings of our shares of
common stock by each person who, as of March 31, 2000,
holds of record or is known by management to own
beneficially more than 5% of our common shares and, in
addition, by all of our directors and officers individually
and as a group. Each named beneficial owner has sole voting
and investment power with respect to the shares set forth
opposite their name.
<P>
Security Ownership of Beneficial Owners (1)(2):
<TABLE>
<S> <C> <C> <C>
Title of Class Name & Address Amount Percent
--------------- ------ -------
Common Stock Joseph Spitzer 4,750,000 47.30%
5420 13th Avenue
Brooklyn, NY 11219
<P>
Common Stock Michael D. Farkas 4,750,000 47.30%
701 Brickell Avenue
Suite 3120
Miami, Florida 33139
<P>
Security Ownership of Management (2):
<P>
Title of Class Name & Address Amount Percent
--------------- ------ --------
Common Stock Joseph Spitzer 4,750,000 47.30%
5420 13th Avenue
Brooklyn, NY 11219
<P>
Common Stock Michael D. Farkas 4,750,000 47.30%
701 Brickell Avenue
Suite 3120
Miami, Florida 33139
<P>
All directors and executive 9,500,000 94.60%
officers as a group (2 persons)
</TABLE>
<P>
(1) Pursuant to Rule 13-d-3 under the Securities Exchange
Act of 1934, as amended, beneficial ownership of a
security consists of sole or shared voting power
(including the power to vote or direct the voting)
and/or sole or shared investment power (including the
power to dispose or direct the disposition) with
respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the
disposition of all shares beneficially owned, subject to
applicable community property laws.
<P>
(2) This table is based upon information obtained from our
stock records. Unless otherwise indicated in the
footnotes to the above table and subject to community
property laws where applicable, we believe that each
shareholder named in the above table has sole or shared
voting and investment power with respect to the shares
indicated as beneficially owned.
<P>
Item 5. Directors and Executive Officers
- ----------------------------------------
<P>
Joseph Spitzer, 44 years old, has served as our
President/Chairman/ Chief Executive Officer and Director
since inception in February, 1997. Mr. Spitzer is
currently the President and Founder of Allstate Realty
Associates and has been for the past 21 years.
Allstate Realty Associates currently owns and manages
23 buildings with a combination of 2,100 rental and co-
operative units and three commercial office buildings
totaling in excess of 430,000 square feet. Mr. Spitzer
specializes in stabilizing distressed properties and
tenant/landlord relationships.
<P>
Michael D. Farkas, 28 years old, has served as our Executive
Vice President, Chief Financial Officer, Treasurer,
Secretary and Director since inception in February,
1997. Mr. Farkas is currently the Chairman and
Director of FarCom Communications, Inc., a
Telecommunications company and President of Atlas
Equity Group, Inc., a private investment bank. For the
past five years, he has been an investment banker
specializing in fund raising for telecommunications,
information technology and high tech ventures. He has
also specialized in mergers and acquisitions for various
entrepreneurial companies and prior to that served as a
financial consultant to several NYSE member firms including
Paine Webber and Prudential Securities.
<P>
All officers and directors listed above will remain in
office until the next annual meeting of our
stockholders, and until their successors have been duly
elected and qualified. There are no agreements with
respect to the election of Directors. We have not
compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses
incurred for attendance at meetings of our Board of
Directors and/or any committee of our Board of Directors.
Officers are appointed annually by our Board of
Directors and each Executive Officer serves at the
discretion of our Board of Directors. We do not have any
standing committees. Our Board of Directors may in the
future determine to pay Directors' fees and reimburse
Directors for expenses related to their activities.
<P>
None of our Officers and/or Directors have filed any
bankruptcy petition, been convicted of or been the
subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation
of any state or federal securities laws within the past five
(5) years.
<P>
Item 6. Executive Compensation.
- -------------------------------
<TABLE>
<S> <C> <C>
Name Position Year Salary Bonus Other Stock Options
---------- ---- ------ ----- ------ ------------
<P>
Joseph Spitzer President/CEO 1999 $0 0 0 4,750,0000
<P>
Michael Farkas VP/Secretary 1999 $0 0 0 4,750,0000
</TABLE>
<P>
Item 7. Certain Relationships and Related Transactions.
- -------------------------------------------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease.
The primary tenant is The Farkas Group, Inc. The
Farkas Group, Inc. subleases the facility to Atlas
Equity Group, Inc., an entity which is wholly owned by
Michael Farkas an affiliated individual. Atlas Equity
Group, Inc. subleases the facility to us. The landlord is
not affiliated with us. The present monthly rent is $1,000
which includes utilities and common charges.
<P>
The Company also subleases office space at 5420 13th Avenue,
Brooklyn, NY 11219 from Allstate Realty Associates for
$500 per month. Allstate is an entity which is wholly
owned by Joseph Spitzer, an affiliated individual.
<P>
We have not and do not intend to enter into any additional
transactions with our management or any nominees for
such positions. We have not and do not intend to enter into
any transactions with our beneficial owners. We are not
a subsidiary of any parent company. Since inception, we
have not entered into any transactions with promoters
other than our founders Michael Farkas and Joseph
Spitzer, who each received 4,750,000 of our shares of
common stock.
<P>
Our management is involved in other business activities and
may, in the future become involved in other business
opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in
selecting between our business and their other business
interests. We have not and do not intend in the future
to formulate a policy for the resolution of such
conflicts.
<P>
Item 8. Legal Proceedings.
- ---------------------------
<P>
We are not a party to any pending legal proceeding, and we
are not aware of any contemplated legal proceeding by a
governmental authority involving us.
<P>
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
- ----------------------------------------------------------
<P>
There is no established public trading market for our
securities. After this document is declared effective
by the Securities and Exchange Commission, we currently
intend to seek a listing on the OTC Electronic Bulletin
Board in the United States. Our shares are not and have
not been listed or quoted on any exchange or quotation
system.
<P>
At March 31, 2000, there were 10,050,000 shares of our
common stock issued and outstanding. We have never
paid dividends on our shares. We currently intend to
retain earnings for use in our business and do not
anticipate paying any dividends in the foreseeable future.
<P>
As of the date of this registration, we had twenty eight
(28) holders of record of our common stock. We
currently have one class of common stock outstanding.
<P>
Certain securities herein are restricted securities as
defined under Rule 144 of the Securities Act of 1933
and may only be sold under Rule 144 or otherwise under
an effective registration statement or an exemption from
registration, if available. Rule 144 generally provides
that a person who has satisfied a one year holding
period for the restricted securities and is not an
affiliate of us may sell such securities subject to the
Rule 144 provisions. Under Rule 144, directors, executive
officers, and persons or entities they control or who
control them may sell shares that have satisfied the one
year holding period for the restricted securities in an
amount limited to, in any three-month period, the greater of
1% of our outstanding shares of common stock or the average
of the weekly trading volume in our common stock during the
four calendar weeks preceding a sale. All sales under Rule
144 must also be made without violating the manner-of-sale
provisions, notice requirements, and the availability of
public information about us. A sale of shares by such
security holders, whether under Rule 144 or otherwise, may
have a depressing effect upon the price of our common stock
in any market that might develop.
<P>
Penny Stock Considerations.
<P>
Broker-dealer practices in connection with transactions in
"penny stocks" are regulated by certain penny stock
rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity
securities with a price of less than $5.00. Penny stock
rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure
document that provides information about penny stocks
and the risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value
of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that
prior to a transaction in a penny stock, the broker-dealer
make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
<P>
These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny
stock rules. Our shares will likely be subject to such
penny stock rules, and our shareholders will, in all
likelihood, find it difficult to sell their securities.
<P>
No market exists for our securities and there is no
assurance that a regular trading market will develop,
or if developed will be sustained. A shareholder, in all
likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire
to do so. Furthermore, it is unlikely that a lending
institution will accept our securities as pledged
collateral for loans unless a regular trading market
develops. There are no plans, proposals, arrangements
or understandings with any person in regard to the
development of a trading market in any of our
securities.
<P>
Item 10. Recent Sales of Unregistered Securities.
- -------------------------------------------------
<P>
The following sets forth information relating to all of our
previous sales of securities which were not registered
under the Securities Act of 1933.
<P>
In April, 1999, we completed a Regulation D, Rule 504
Offering in which we issued a total of 500,000 shares
of our common stock to 25 shareholders for an aggregate
offering price of $100,000. The Common Stock issued in
the Company's Regulation D, Rule 504 offering was
issued in a transaction not involving a public offering
in reliance upon an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended, and Rule 504 of
Regulation D promulgated thereunder.
<P>
On April 13, 1999 and June 2, 1999, we issued a total of
50,000 shares of our common stock (25,000 on each date)
to Richard I. Anslow for legal services rendered for which
services were valued at an aggregate price of $50. Mr.
Anslow was paid other consideration in the form of cash
for such legal services rendered. Mr. Anslow was a
sophisticated purchaser and had a pre-existing
relationship with members of the Company's management.
Accordingly, the issuance of shares was exempt from the
registration requirements of the Act pursuant to
Section 4(2) of the Act.
<P>
We have never utilized an underwriter for an offering of our
securities. Other than the securities mentioned above,
we have not issued or sold any securities.
<P>
Item 11. Description of Registrant's Securities to be
Registered.
- ------------------------------------------------------
Qualification.
<P>
The following statements constitute brief summaries of our
Articles of Incorporation and Bylaws, as amended. Such
summaries are qualified in their entirety by reference
to the full text of our Articles of Incorporation and
Bylaws.
<P>
Common Stock.
<P>
Our Articles of Incorporation authorize us to issue up to
50,000,000 Common Shares, $0.001 par value per common
share. As of March 31, 2000, there were 10,050,000
shares of our common stock outstanding.
<P>
Liquidation Rights.
<P>
Upon our liquidation or dissolution, each outstanding Common
Share will be entitled to share equally in our assets
legally available for distribution to shareholders
after the payment of all debts and other liabilities.
<P>
Dividend Rights.
<P>
We do not have limitations or restrictions upon the rights
of our Board of Directors to declare dividends, and we
may pay dividends on our shares of stock in cash,
property, or our own shares, except when we are
insolvent or when the payment thereof would render us
insolvent subject to the provisions of the Florida Statutes.
We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.
<P>
Voting Rights.
<P>
Holders of our Common Shares are entitled to cast one vote
for each share held of record at all shareholders
meetings for all purposes.
<P>
Other Rights.
<P>
Common Shares are not redeemable, have no conversion rights
and carry no preemptive or other rights to subscribe to
or purchase additional Common Shares in the event of a
subsequent offering.
<P>
There are no other material rights of the common or
preferred shareholders not included herein. There is no
provision in our charter or by-laws that would delay,
defer or prevent a change in control of us. We have not
issued debt securities.
<P>
Item 12. Indemnification of Directors and Officers.
- ---------------------------------------------------
<P>
Our Articles of Incorporation provide that, to the fullest
extent permitted by law, none of our directors or
officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to
us or our shareholders. In addition, we shall have the
power, by our by-laws or in any resolution of our
stockholders or directors, to undertake to indemnify the
officers and directors of ours against any contingency or
peril as may be determined to be in our best interest and in
conjunction therewith, to procure, at our expense,
policies of insurance.
<P>
At this time, no statute or provision of the by-laws, any
contract or other arrangement provides for insurance or
indemnification of any of our controlling persons,
directors or officers which would affect his or her
liability in that capacity.
<P>
Item 13. Financial Statements and Supplementary Data
- ----------------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of
the registration statement.
<P>
Item 14. Changes in and Disagreements with Accountants.
- -------------------------------------------------------
<P>
During the two most recent fiscal years and the subsequent
interim period, we have had no disagreement,
resignation or dismissal of the principal independent
accountant for the Company. Our accountant at this time is
John Abitante, CPA of Berenfeld, Spritzer, Shechter &
Sheer.
Item 15. Financial Statements and Exhibits.
- -------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of
the registration statement.
<P>
INDEX TO EXHIBITS
<P>
Exhibit 3(i) Articles of Incorporation
<P>
Exhibit 3(ii) By-laws
<P>
Exhibit 27 Financial Data Schedule
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
----
INDEPENDENT AUDITORS' REPORT 1
<P>
BALANCE SHEET 2
<P>
STATEMENT OF OPERATIONS 3
<P>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 4-6
<P>
STATEMENT OF CASH FLOWS 7-8
<P>
NOTES TO FINANCIAL STATEMENTS 9 15
<P>
INDEPENDENT AUDITORS' REPORT
<P>
</TABLE>
To the Stockholders and
Board of Directors
Global Realty Management Group, Inc.
Miami, Florida
<P>
We have audited the accompanying balance sheet of Global
Realty Management Group, Inc. (a development stage
company) as of December 31, 1999 and the related
statements of operations, changes in stockholders'
equity and cash flows for the six months then ended and for
the cumulative period February 10, 1997 (inception) to
December 31, 1999. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
<P>
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe the audit provides a
reasonable basis for our opinion.
<P>
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Global Realty Management Group, Inc. as of
December 31, 1999, and the results of its operations
and its cash flows for the six months then ended and
for the cumulative period February 10, 1997 (inception) to
December 31, 1999 in conformity with generally accepted
accounting principles.
<P>
Berenfeld, Spritzer, Shechter and Sheer
<P>
February 29, 2000
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
<P>
ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS:
<P>
Cash $ 30,158
Prepaid expenses 1,000
---------
Total Current Assets $31,158
<P>
OTHER ASSETS:
<P>
Organization costs, net of
accumulated amortization of $ 207 598
Investment in i-Realty Auction.Com, Inc. 30,500
Total Other Assets ---------- 31,098
---------
TOTAL ASSETS $62,256
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<P>
CURRENT LIABILITIES:
Accrued expenses payable $ 15,000
Stockholders' loan 100
---------
Total Current Liabilities $15,100
<P>
STOCKHOLDERS' EQUITY:
<P>
Common Stock, $.001 par value,
50,000,000 shares authorized,
10,550,000 shares issued and
outstanding 10,550
Additional paid-in capital 91,450
Deficit accumulated during
the development stage (54,844)
----------
Total Stockholders' Equity 47,156
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $62,256
=========
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
FOR THE PERIOD
FOR THE SIX FEBRUARY 10, 1997
MONTHS ENDED (INCEPTION)
DECEMBER 31, 1999 TO DECEMBER 31, 1999
<P>
DEVELOPMENT STAGE REVENUES $ 0 $ 0
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Accounting 9,100 12,100
Advertising 0 848
Amortization 80 207
Bank charges 0 130
Consulting fees 0 11,000
Courier 0 90
Licenses and taxes 135 505
Office expenses 9,000 13,596
Professional fees 343 16,368
---------------------------------
TOTAL DEVELOPMENT STAGE EXPENSES 18,658 54,844
<P>
LOSS FOR THE PERIOD $ 18,658 $ 54,844
=================================
<P>
LOSS PER SHARE:
Basic $ (0.0018) $(0.0056)
================================
Diluted $ (0.0018) $(0.0056)
================================
Weighted-average of common
shares outstanding 10,117,935 9,656,309
================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, February 10, 1997
(inception) 0 $0 $ 0 $0 $ 0
<P>
Common stock issued to related
parties for consulting fees 200 0 1,000 0 1,000
<P>
Deficit accumulated during the
development stage for the
period February 10, 1997(inception)
through June 30, 1997 0 0 0 (816) (816)
----------------------------------------------------------
Balance, June 30, 1997 200 0 1,000 (816) 184
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1998 0 0 0 (40) (40)
----------------------------------------------------------
Balance, June 30, 1998 200 $0 $ 1,000 $ (856) $ 144
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION) THROUGH
DECEMBER 31, 1999 (CONT'D)
<P>
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, June 30, 1998 200 $0$ 1,000 $ (856) $ 144
<P>
March 25, 1999. Forward
stock Split 47,500 to 1 9,499,800 9,500 (9,500) 0 0
<P>
March 26, 1999. Stock issued
to third parties in 500,000 500 99,500 0 100,000
private offering
<P>
Common stock issued for
legal services 50,000 50 450 0 500
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1999 0 0 0 (35,330) (35,330)
----------------------------------------------------------
Balance, June 30, 1999 10,050,000 $ 10,050 $ 91,450 $ (36,186) $ 65,314
===============================================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 10, 1997 (INCEPTION) THROUGH
DECEMBER 31, 1999(CONT'D)
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------------------- ---------- ------------ -----
Balance, June 30, 1999 10,050,000 $ 10,050 $ 91,450 $ (36,186) $ 65,314
<P>
Common stock issued to acquire
I-RealtyAuction.Com, Inc. 500,000 500 0 0 500
<P>
Deficit accumulated during the
development stage for the six
months ended December 31, 1999 0 0 0 (18,658) 46,696
<P>
Balance, December 31, 1999 10,550,000 $ 10,050 $ 91,450 $ (54,844) $47,156
=============================================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
<TABLE>
<S> <C> <C>
FOR THE PERIOD
FOR THE SIX FEBRUARY 10, 1997
MONTHS ENDED (INCEPTION)
DECEMBER 31, 1999 TO DECEMBER 31, 1999
<P>
OPERATING ACTIVITIES
<P>
Deficit accumulated during the
development stage $ (18,658) $ (54,844)
<P>
Adjustments to reconcile net loss to
net cash used by operations
<P>
Amortization 80 207
Common stock issued for 0 0
legal and consulting services 0 1,500
(Increase)Decrease in prepaid expenses 0 (1,000)
Increase (Decrease)in accounts payable (24) 0
Increase (Decrease) in accrued expenses 2,000 15,000
--------------------------------------------------
Net Cash Used by
Operating Activities (16,602) (39,137)
--------------------------------------------------
INVESTING ACTIVITIES:
<P>
Organization costs 0 (805)
Investment in I-Realty
Auction.Com, Inc. (30,000) (30,000)
-----------------------------------------------
<P>
Net Cash Used for
Investing Activities (30,000) (30,805)
<P>
FINANCING ACTIVITIES:
<P>
Proceeds from the issuance of
common stock 0 100,000
Proceeds from shareholders' loan 0 100
----------------------------------------------
Net cash Provided by
Financing Activities 0 100,100
<P>
INCREASE (DECREASE) IN CASH (46,602) 30,158
<P>
CASH, BEGINNING OF PERIOD 76,760 0
----------------------------------------------
CASH, END OF PERIOD $ 30,158 $ 30,158
===============================================
<P>
The accompanying notes are an integral part of these financial statements.
</TABLE>
GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD
FEBRUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 1999
<P>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<P>
During the six months ended December 31, 1999 and for the
cumulative period February 10, 1997 (inception) to
December 31, 1999, the Company did not pay or accrue
any interest.
<P>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
<P>
The Company entered into the following non-cash
transactions:
<P>
During the six months ended December 31, 1999, the Company
issued 500,000 shares of common stock in connection with the
formation and acquisition of its interest in the
shares of I-RealtyAuction.Com, Inc. The transaction
was valued at $500.
<P>
During the period February 10, 1997 (inception) through June
30, 1999, the Company issued 9,550,000 post split
shares to its founders and legal counsel for consulting
and legal services valued at $1,500.
<P>
The accompanying notes are an integral part of these
financial statements.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
- -------------------------------------------------
<P>
ORGANIZATION
- ------------
<P>
Global Realty Management Group, Inc. ("the Company") was
incorporated on February 10, 1997 under the laws of the
State of Florida. The Company's primary objective is
to position itself to take advantage of real estate
management opportunities. The Company intends to grow
through internal development, strategic alliances and
acquisitions of existing businesses.
<P>
USE OF ESTIMATES
- ----------------
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities as
of the date of the financial statements and reporting
period. Accordingly, actual results could differ from those
estimates.
<P>
INCOME TAXES
- ------------
<P>
The Company utilizes Statement of Financial Standards
("SFAS") No. 109, "Accounting for Income Taxes", which
requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of
events that have been included in financial statements
or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory
tax rates applicable to the periods in which the
differences are expected to affect taxable income.
Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be
realized. The accompanying financial statements have
no provisions for deferred tax assets or liabilities.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CON'T)
-------------------------------------------------
<P>
NET LOSS PER SHARE
- ------------------
<P>
The Company has adopted SFAS No. 128 "Earnings Per Share".
Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average
number of common shares outstanding. Diluted loss
per share is computed in a manner similar to the basic
loss per share, except that the weighted-average number of
shares outstanding is increased to include all common
shares, including those with the potential to be issued
by virtue of warrants, options, convertible debt and other
such convertible instruments. Diluted earnings per share
contemplates a complete conversion to common shares of
all convertible instruments only if they are dilutive
in nature with regards to earnings per share. Since
the Company has incurred net losses for all periods, and
since there are no convertible instruments, basic loss
per share and diluted loss per share are the same.
<P>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
- -----------------------------------------
<P>
In June 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, " Reporting Comprehensive
Income". This statement requires companies to classify
items of other comprehensive income by their nature in
a financial statement and display the accumulated
balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the
equity section of a statement of financial position. SFAS
No. 130 is effective for financial statements issued for
fiscal years beginning after December 15, 1997. Management
believes that SFAS No. 130 will not have a material
effect on the Company's financial statements.
<P>
In June 1997, FASB issued SFAS No. 131, "Disclosure About
Segments of an Enterprise and Related Information".
This statement establishes additional standards for
segment reporting in financial statements and is effective
for financial statements for fiscal years beginning after
December 15, 1997. Management believes that SFAS No.
131 will not have a material effect on the Company's
financial statements.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT'D)
- ---------------------------------------------------
<P>
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", is effective for financial
statements issued for fiscal years beginning after June
15, 1999. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts,
and for hedging activities. Management does not believe
that SFAS No. 133 will have a material effect on its
financial position or results of operations.
<P>
SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained after The Securitization of Mortgage Loans
Held for Sale by Mortgage Banking Enterprises", is
effective for financial statements issued in the first
fiscal quarter beginning after December 15, 1998. This
statement is not applicable to the Company.
<P>
SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections", is effective for financial
statements issued for fiscal years beginning February,
1999. This statement is not applicable to the Company.
<P>
NOTE 2 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS
- -----------------------------------------------
<P>
The Company's initial activities have been devoted to
developing a business plan, negotiating real estate
management contracts and raising capital for future
operations and administrative functions.
<P>
The ability of the Company to achieve its business
objectives is contingent upon its success in raising
additional capital until adequate revenues are realized
from operations.
<P>
The accompanying financial statements have been prepared on
a going concern basis, which contemplates the
realization of assets and the satisfaction of
liabilities in the normal course of business. As shown
in the financial statements, development stage losses from
February 10, 1997 (inception) to December 31, 1999
aggregated $54,804.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS
(CONT'D)
- ------------------------------------------------------
<P>
In addition, the Company's cash flow requirements have been
met by contributions of capital. No assurance can be
given that this source of financing will continue to be
available to the Company. If the Company is unable to
generate profits and unable to obtain additional paid
in capital for its working capital needs, it may have
to cease operations altogether.
<P>
The financial statements do not include any adjustments
relating to the recoverability and classification of
liabilities that might be necessary should the Company
be unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its
obligations on a timely basis, to retain additional
paid-in capital, and to ultimately attain
profitability.
<P>
NOTE 3 OTHER ASSETS
- ---------------------
<P>
The Company has capitalized $805 of legal fees in connection
with its incorporation. These organization costs are
being amortized on a straight-line basis over a period
of 60 months. Amortization expense for the six month period
ended December 31, 1999 was $80.
<P>
During the six month period ended December 31, 1999, the
Company formed i-RealtyAuction.Com, Inc. along with
another investor i-Incubator.Com, Inc., a related
party. The Company issued 500,000 shares of its common
stock to I-RealtyAuction.Com, Inc., valued at $500, and paid
$30,000 for a 30% interest in i-RealtyAuction.Com, Inc.
i-Incubator.Com, Inc. received a 70% interest in
i-RealtyAuction.Com, Inc. in exchange for services valued at
$700. i-RealtyAuction.Com, Inc. is a development stage
company and has not commenced operations. i-Realtyauction.Com, Inc.
intends to market, auction and provide other related real
estate transactions through an internet website (Note 6).
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 3 OTHER ASSETS (CONT'D)
- ------------------------------
<P>
Management intends to hold this investment on a long-term
basis and is carrying the investment at cost. SFAS No.
121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of"
requires a company to record impairment losses on long-lived
assets used in operations when events and circumstances
indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by these
assets are less than the carrying amounts. Management does
not believe that there has been any event or circumstance
that would impair the carrying value of the investment.
<P>
NOTE 4 DEFERRED INCOME TAXES
- ------------------------------
<P>
The Company has a carryforward loss for income tax purposes
of $36,186 as of June 30, 1999 that may be offset
against future taxable income. The carryforward loss
expires in the year 2014. Management has elected not
to recognize any future income tax benefits that may
arise from the utilization of the loss carryforward due
to the uncertainty regarding the success of future
operations.
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 5 - ACCRUED EXPENSES
- -------------------------
<P>
Accrued expenses at December 31, 1999 consisted of
the following:
<P>
Accrued legal fees $ 10,000
Accrued accounting fees 5,000
<P>
Total accrued expenses $ 15,000
=========
<P>
NOTE 6 STOCKHOLDERS' EQUITY
- ------------------------------
<P>
The Company issued 100,000 common shares each to Joseph
Spitzer (President) and Michael D. Farkas (Vice
President, Treasurer, Secretary), the Company's sole
officers and directors, in consideration for management
services valued at $1,000. These individuals are deemed to
be founders and affiliates of the Company.
<P>
On March 25, 1999, the Directors authorized a forward split
of 47,500 to 1 on its common stock. Immediately
following the split the founders owned 9,500,000 common
shares.
<P>
On March 26, 1999, the Company entered into a private
offering of securities pursuant to Regulation D, Rule
504, promulgated by the Securities Act of 1933. Common
stock was offered to non-accredited investors for cash
consideration of $.20 per share. 500,000 shares were
issued to 25 unaffiliated investors. That offering is
now closed.
<P>
In June, 1999 the Company engaged legal counsel for services
relating to SEC filings and related documentation. The
fees to be paid for these services are estimated to be
$15,500. In addition, the Company issued 50,000 shares
of common stock (valued at $500) as additional payment
for the services performed.
<P>
On December 6, 1999 the Company issued 500,000 common shares
in connection with the formation of i-RealtyAuction.Com,
Inc. valued at par $500 (Note 3).
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1999
<P>
NOTE 7 - OFFICERS AND BOARD OF DIRECTORS
- ------------------------------------------
<P>
On March 25, 1999, the shareholders elected two members to
the Board of Directors:
<P>
Joseph Spitzer - Director
<P>
Michael D. Farkas - Director
<P>
The Board of Directors elected the following officers:
<P>
Joseph Spitzer - President and Chief Executive Officer
<P>
Michael D. Farkas - Executive Vice President,
Chief Financial Officer and
Secretary/Treasurer
<P>
NOTE 8 RELATED PARTY TRANSACTIONS
- ------------------------------------
<P>
In April, 1999 the Company agreed to reimburse Atlas Equity
Group, Inc., a related party, $1,000 per month (on a
month- to-month basis) for operating and
administrative expenses. Atlas Equity Group, Inc. is
owned by Michael D. Farkas.
<P>
In April, 1999 the Company agreed to reimburse Allstate
Realty Associates, a related party, $500 per month (on
a month-to-month basis) for operating and
administrative expenses. Allstate Realty Associates is
owned by Joseph Spitzer.
<P>
In December, 1999 the Company issued 500,000 shares of
common stock and paid $30,000 in connection with the
formation and acquisition of a 30% interest in
i-RealtyAuction.Com, Inc. 70% of i-RealtyAuction.Com, Inc., is
owned by i-Incubator.Com, Inc. a related party.
i-Incubator.Com exchanged consulting services valued at $700
for its 70% interest.
<P>
SIGNATURES
<P>
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration
statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
<P>
By: /s/Michael Farkas
----------------------
MICHAEL FARKAS
Title: Vice President and Director
Date: April 10, 2000
<P>
INDEX TO EXHIBITS
<P>
Exhibit 3(i) Articles of Incorporation
<P>
Exhibit 3(ii) By-laws
<P>
Exhibit 27 Financial Data Schedule
<P>
ARTICLES OF INCORPORATION
<P>
OF
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
Articles I. Name
------------------
<P>
The name of the corporation shall is:
<P>
Global Realty Management Group, Inc.
<P>
Article II. Address
--------------------
<P>
The mailing address of the Corporation is
<P>
Global Realty Management Group, Inc
1521 Alton Road, Suite 73
Miami Beach, FL 33139
<P>
Article III. Registered Agent
------------------------------
<P>
The name and address of the registered agent of the
Corporation is:
<P>
Corporate Creations Enterprises, Inc.
4521 PGA Boulevard #211
Palm Beach Gardens, FL 33418
<P>
Article IV. Board of Directors
------------------------------
<P>
The name of each member of the Corporation's Board of
Directors is:
<P>
Michael Farkas
<P>
The affairs of the Corporation shall be managed by a Board
of Directors consisting of no less than one director. The
number of directors may be increased or decreased from time
to time in accordance with the Bylaws of the Corporation.
The election of directors shall be done in accordance with
the Bylaws. The directors shall be protected from personal
liability to the fullest extent permitted by applicable law.
<P>
Article V. Capital Stock
------------------------
<P>
The Corporation shall have the authority to issue 2,000
shares of common stock, par value $.01 per share.
<P>
Article VI. Incorporator
-------------------------
<P>
The name and address of the incorporator is:
<P>
Corporate Creations International Inc.
401 Ocean Drive #312 (Door Code 125)
Miami Beach, FL 33139-6629
<P>
Article VII. Corporate Existence
--------------------------------
<P>
The corporate existence of the Corporation shall begin
effective February 10, 1997.
<P>
The undersigned incorporator executed these Articles of
Incorporation on February 10, 1997.
<P>
Corporate Creations International, Inc.
<P>
By: /s/ Luis A. Uriate
--------------------
Luis A. Uriate Vice President
<P>
ARTICLES OF AMENDMENT
TO THE
GLOBAL REALTY
MANAGEMENT GROUP, INC.
<P>
Pursuant to the provisions of section 607.1006, Florida
Statutes, the undersigned corporation GLOBAL REALTY
MANAGEMENT GROUP, INC. (P97000013206) adopts the following
Articles of Amendment to its Articles of Incorporation:
<P>
AMENDMENT 1 - CAPITAL STOCK
---------------------------
<P>
The maximum number of share of stock that this corporation
shall be authorized to have outstanding at any time shall be
fifty million (50,000,000) shares of Common Stock at a par
value of $0.01 per share upon which there are no preemptive
rights. The Common Stock shall be paid for at such time as
the Board of Directors may designate, in cash, real
property, personal property, services, patents, leases, or
any other valuable thing or right for the uses and purposes
of the corporation, and shares of capital, which issued in
exchange thereof shall thereupon and thereby become and be
paid in full, he same as though paid in cash at par, and
shall be non assessable forever; the judgment of the Board
of Directors as to the value of the property, right or thing
acquired in exchange for capital stock shall be conclusive.
<P>
AMENDMENT II - SPECIAL POWERS
-----------------------------
<P>
The following special powers, provisions, privileges and
limitations shall be applicable to and govern this
corporation.
<P>
No contract or any other transaction between this
corporation and any other corporation and no act of this
corporation shall in any way be affected by, or invalidated
by the fact that any of the directors of this corporation,
provided however, that the fact that such director is
interested shall be disclosed or shall have been known to
the Board of Directors or a majority thereof, and any
director of this corporation holding office in another
corporation or being a director thereof, who is so
interested, any be counted in determining the existence of a
quorum at any meeting of the Board of Directors of this
corporation which shall authorize such contract or
transaction as if he were not such director or officer of
such corporation and no so interested.
<P>
The Amendments were adopted by the Board of Directors at a
Board Meeting on March 14, 1997, without shareholder action
was not required. The votes were more than sufficient for
approval.
<P>
Signed this 17th day of March, 1997
<P>
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
By: /s/ Michael D. Farkas
---------------------
MICHAEL D. FARKAS
President
Secretary/Treasurer
<P>
BYLAWS
OF
GLOBAL REALTY MANAGEMENT GROUP, INC.
<P>
ARTICLE I. DIRECTORS
----------------------
<P>
Section 1. Function All corporate powers shall be
- --------------------
exercised by or under the authority of the Board of
Directors. The business and affairs of the Corporation
shall be managed under the direction of the Board of
Directors. Directors must be natural persons who are at
least 18 years of age but need not be shareholders of the
Corporation. Residents of any state may be directors.
<P>
Section 2. Compensation The shareholders shall have
- ------------------------
authority to fix the compensation of directors. Unless
specifically authorized by a resolution of the shareholders,
the directors shall serve in such capacity without
compensation.
<P>
Section 3. Presumption of Assent A director who is
- ---------------------------------
present at a meeting of the Board of Directors or a
committee 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 he objects at the beginning of
the meeting (or promptly upon arriving) to the holding of
the meeting or transacting the specified business at the
meeting, or if the director votes against the action taken
or abstains from voting because of an asserted conflict of
interest.
<P>
Section 4. Number. The Corporation shall have at least
- ------------------
the minimum number of directors required by law. The number
of directors may be increased or decreased from time to time
by the Board of Directors.
<P>
Section 5. Election and Term. At each annual meeting of
- -----------------------------
shareholders, the shareholders shall elect directors to hold
office until the next annual meeting or until their earlier
resignation, removal from office or death. Directors shall
be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a
quorum is present.
<P>
Section 6. Vacancies. Any vacancy occurring in the Board
- ----------------------
of Directors, including a vacancy created by an increase in
the number of directors, may be filled by the shareholders
or by the affirmative vote of a majority of the remaining
directors through less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold
office until the next election of directors by the
shareholders. If there are no remaining directors, the
vacancy shall be filled by the shareholders.
<P>
Section 7. Removal of Directors. At a meeting of
- ---------------------------------
shareholders, any director or the entire Board of Directors
may be removed, with or without cause, provided the notice
of the meeting states that one of the purposes of the
meeting is the removal of the director. A director may be
removed only if the number of votes cast to remove him
exceeds the number of votes cast against removal.
<P>
Section 8. Quorum and Voting. A majority of the number of
- ------------------------------
directors fixed by these Bylaws shall constitute a quorum
for the transaction of business. The act of a majority of
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
<P>
Section 9. Executive and Other Committees. The Board of
- ------------------------------------------
Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members one
or more committees each of which must have at least two
members. Each committee shall have the authority set forth
in the resolution designating the committee.
<P>
Section 10. Place of Meeting. Regular and special
- ------------------------------
meetings of the Board of Directors shall be held at the
principal place of business of the Corporation or at another
place designated by the person or persons giving notice or
otherwise calling the meeting.
<P>
Section 11. Time, Notice and Call of Meetings. Regular
- -----------------------------------------------
meetings of the Board of Directors shall be held without
notice at the time and on the date designated by resolution
of the Board of Directors. Written notice of the time, date
and place of special meetings of the Board of Directors
shall be given to each director by mail delivery at least
two days before the meeting.
<P>
Notice of a meeting of the Board of Directors need not
be given to a director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and
waiver of all objections to the place of the meeting, the
time of the meeting, and the manner in which it has been
called or convened, unless a director objects to the
transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors must be specified in the notice or waiver of
notice of the meeting.
<P>
A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board of
Directors to another time and place. Notice of an adjourned
meeting shall be given to the directors who were not present
at the time of the adjournment and, unless the time and
place of the adjourned meeting are announced at the time of
the adjournment, to the other directors. Meetings of the
Board of Directors may be called \by the President or the
Chairman of the Board of Directors. Members of the Board of
Directors and any committee of the Board may participate in
a meeting by telephone conference or similar communications
equipment if all persons participating in the meeting can
hear each other at the same time. Participation by these
means constitutes presence in person at a meeting.
<P>
Section 12. Action by Written Consent. Any action
- ---------------------------------------
required or permitted to be taken at a meeting of directors
may be taken without a meeting of a consent in writing
setting forth the action to be taken and signed by all of
the directors is filed in the minutes of the proceedings of
the Board. The action taken shall be deemed effective when
the last director signs the consent, unless the consent
specifies otherwise.
<P>
ARTICLE II. MEETINGS OF SHAREHOLDERS
--------------------------------------
<P>
Section 1. Annual Meetings. The annual meeting of the
- ---------------------------
shareholder of the corporation for the election of officers
and for such other business as may properly come before the
meeting shall be held at such time and place as designated
by the Board of Directors.
<P>
Section 2. Special Meeting. Special meetings of the
- ----------------------------
shareholders shall be held when directed by the President or
when requested in writing by shareholders holding at least
10% of the Corporation's stock having the right and entitled
to vote at such meeting. A meeting requested by
shareholders shall be called by the President for a date not
less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the
meeting notice may be conducted at a special shareholder
meeting.
<P>
Section 3. Place. Meetings of the shareholders will be
- ------------------
held at the principal place of business of the Corporation
or at such other place as is designated by the Board of
Directors.
<P>
Section 4. Notice. A written notice of each meeting of
- ------------------
shareholders shall be mailed to each shareholder having the
right and entitled to vote at the meeting at the address as
it appears on the records of the Corporation. The meeting
notice shall be mailed not less than 10 nor more than 60
days before the date set for the meeting. The record date
for determining shareholders entitled to vote at the meeting
will be the close of business on the day before the notice
is sent. The notice shall state the time and place the
meeting is to be held. A notice of a special meeting shall
also state the purpose of the meeting. A Notice of meeting
shall be sufficient for that meeting and any adjournment of
it. If a shareholder transfers any shares after the notice
is sent, it shall not be necessary to notify the transferee.
All shareholders may waive notice of a meeting at any time.
<P>
Section 5. Shareholder Quorum. A majority of the shares
- -------------------------------
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Any
number of shareholders, even of less than a quorum, may be
adjourn the meeting without further notice until a quorum is
obtained.
<P>
Section 6. Shareholder Voting. If a quorum is present,
- -------------------------------
the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders. Each outstanding
share shall be entitled to one vote on each matter submitted
to a vote at a meeting of shareholders. An alphabetical
list of all shareholders who are entitled to notice of a
shareholder' meeting along with their addresses and the
number of shares held by each shall be produced at a
shareholder' meeting upon the request of any shareholder.
<P>
Section 7. Proxies. A shareholder entitled to vote at any
- -------------------
meeting of shareholder or any adjournment thereof may vote
in person or by proxy executed in writing and signed by the
shareholder or his attorney-in-fact. The appointment of
proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy
shall be valid more than 11 months after the date of its
execution unless a longer term is expressly stated in the
proxy.
<P>
Section 8. Validation. If shareholders who hold a
- ----------------------
majority of the voting stock entitled to vote at a meeting
are present at the meeting, and sign a written consent to
the meeting on the record, the acts of the meeting shall be
valid, even if the meeting was not legally called and
noticed.
<P>
Section. 9. Conduct of Business By Written Consent. Any
- ----------------------------------------------------
action of the shareholders may be taken without a meeting of
written consents, setting forth the action taken, are signed
by at least a majority of shares entitled to vote and are
delivered to the officer or agent of the Corporation having
custody of the Corporation's records within 60 days after
the date that the earliest written consent was delivered.
Within 10 days after obtaining an authorization of an action
by written consent, notice shall be given to those
shareholder who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action.
If the action created dissenters' rights, the notice shall
contain a clear statements of the right of dissenting
shareholders to be paid the fair value of their shares upon
compliance with and as provided for by the state law
governing corporations.
<P>
ARTICLE III. OFFICERS
------------------------
<P>
Section 1. Officers; Election; Resignation; Vacancies.
- ------------------------------------------------------
The Corporation shall have the officers and assistant
officers that the Board of Directors appoint from time to
time. Except as otherwise provided in an employment
agreement which the Corporation has with an officer, each
officer shall serve until a successor is chosen by the
directors at a regular or special meeting of the directors
or until removed. Officers and agents shall be chosen,
serve for the terms, and have the duties determined by the
directors. A person may hold two or more offices.
<P>
Any officer may resign at any time upon written notice
to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later date. If the
resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors
may fill the pending vacancy before the effective date
provided the successor officer does not take office until
the future effective date. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the
term bu the Board of Directors at any regular or special
meeting.
<P>
Section 2. Powers and Duties of Officers. The officers of
- -----------------------------------------
the Corporation shall have such powers and duties in the
management of the Corporation as may be prescribed by the
Board of Directors and, tot he extent not so provided, as
generally pertain to their respective offices, subject to
the control of the Board of Directors.
<P>
Section 3. Removal of Officers. An officer or agent or
- ---------------------------------
member of a committee elected or appointed by the Board of
Directors may be removed by the Board with or without cause
whenever in its judgment the best interests of the
Corporation will be services thereby, but such removal shall
be without prejudice tot he contract rights, if any, of the
person so removed. Election or appointment of an officer,
agent or member of a committee shall not of itself create
contract rights. Any officer, if appointed by another
officer, may be removed by that officer.
<P>
Section 4. Salaries. The Board of Directors may cause the
- ---------------------
Corporation to enter into employment agreements with any
officer of the Corporation. Unless provided for in an
employment agreement between the Corporation and an officer,
all officers of the Corporation serve in their capacities
without compensation.
<P>
Section 5. Bank Accounts. The Corporation shall have
- --------------------------
accounts with financial institutions as determined by the
Board of Directors.
<P>
ARTICLE IV. DISTRIBUTIONS
----------------------------
<P>
The Board of Directors may, from time to time, declare
distribution to its shareholders in cash, property, or its
own shares, unless the distribution would cause (i) the
Corporation to be unable to pay its debts as they become due
in the usual course of business, or (ii) the Corporation's
assets to be less than its liabilities plus the amount
necessary, if the Corporation were dissolved at the time of
the distribution, to satisfy the preferential rights of
shareholder whose rights are superior to those receiving the
distribution. The shareholders and the Corporation may
enter into an agreement requiring the distribution of
corporation profits, subject to the provisions of law.
<P>
ARTICLE V. CORPORATE RECORDS
------------------------------
<P>
Section 1. Corporate Records. The Corporation shall
- ------------------------------
maintain its records in written form or in another form
capable of conversion into written form within a reasonable
time. The Corporation shall keep as permanent records
minutes of all meetings of its Shareholders and Board of
Directors, a record of all actions taken by the shareholders
or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors on
behalf of the Corporation. The Corporation shall maintain
accurate accounting records and a record of its shareholders
in a form that permits preparation of a list of the names
and addresses of all shareholders in alphabetical order by
class of shares showing he number and series of shares held
by each.
<P>
The Corporation shall keep a copy of its articles or
restated articles of incorporation and all amendments to
them currently in effect; these Bylaws or restated Bylaws
and all amendments currently in effect; resolutions adopted
by the Board of Directors creating one or more classes or
series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to
those resolutions are outstanding; the minutes of all
shareholders, meetings and records of all actions taken by
shareholders without a meeting for the past three years;
written communications to all shareholders generally or all
shareholders of a class of series within the past three
years, including the financial statements furnished for the
last three years.; a list-.of names and business street
addresses of its current directors and officers; and its
most recent annual report delivered to the Department of
State.
<P>
Section 2. Shareholders' Inspection Rights. A shareholder
- -------------------------------------------
is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation,
any books and records of the Corporation. The shareholder
must give the Corporation written notice of this demand at
least five business, days before the date on which he wishes
to inspect and copy the record(s). The demand must be made
in good faith and for a proper purpose. The shareholder
must describe with reasonable particularity the purpose and
the records he desires to inspect, and the records must be
directly connected with this purpose. This Section does not
affect the right of a shareholder to inspect and copy the
shareholders, list described in this Article if the
shareholder is in litigation with the Corporation. In such
a case, the shareholder shall have the same rights, as any
other litigant to compel the production of corporate records
for examination.
<P>
The Corporation may deny any demand for inspection if the
demand was made for an improper purpose, or if the demanding
shareholder has within the two years preceding his demand,
sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, has aided or
abetted any person in procuring any list of shareholders for
that purpose, or has improperly used any information secured
through any prior examination of the records of this
Corporation or any other corporation.
<P>
Section 3. Financial Statements for Shareholders.
- ---------------------------------------------------
Unless modified by resolution of the shareholders within 120
days after the close of each fiscal year, the Corporation
shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements
of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of
the fiscal year, an income statement for that year, and a
statement of cash flows for that year. if financial
statements are prepared for the Corporation on the basis of
generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.
<P>
If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not,
the statements must be accompanied by a statement of the
President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of
preparation and describing any respects in which the
statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding
year. The Corporation shall mail the annual financial
statements to each shareholder within 120 days after the
close of each fiscal year or within such additional time
thereafter as is reasonably necessary to enable the
Corporation to prepare its financial statements.
Thereafter, on written request from a shareholder who was
not mailed the statements, the Corporation shall mail him
the latest annual financial statements.
<P>
Section 4. Other Reports to Shareholders. If the
- ------------------------------------------
Corporation indemnities or advances expenses to any
director, officer, employee or agent otherwise than by court
order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation,
the Corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of
the next annual shareholders' meeting, or prior to the
meeting if the indemnification or advance occurs after the
giving of the notice but prior to the time the annual
meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the
litigation or threatened litigation.
<P>
If the Corporation issues or authorizes th; issuance of
shares for promises to render services in the future, the
Corporation shall report in writing to the shareholders the
number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of
the next shareholders, meeting.
<P>
ARTICLE VI. STOCK CERTIFICATES
-------------------------------
<P>
Section 1. Issuance. The Board of Directors may authorize
- -------------------
the issuance of some or all of the shares of any or all of
its classes or series without certificates. Each
certificate issued shall be signed by the President and the
Secretary (or the Treasurer). The rights and obligations of
shareholders are identical whether or not their shares are
represented by certificates.
<P>
Section 2. Registered Shareholders. No certificate shall be
- -----------------------------------
issued for any share until the share is
fully paid. The Corporation shall be entitled to treat the
holder of record of shares as the holder
in fact and, except as otherwise provided by law, shall not
be bound to recognize any equitable
or other claim to or interest in the shares.
<P>
Section 3. Transfer of Shares. Shares of the Corporation
- -----------------------------
shall be transferred on its books only after the surrender
to the Corporation of the share certificates duly endorsed
by the holder of record or attorney-in-fact. If the
surrendered certificates are canceled, new certificates
shall be issued to the person entitled to them, and the
transaction recorded on the books of the Corporation.
<P>
Section - 4. Lost, Stolen or Destroyed Certificates. if a
- ----------------------------------------------------
shareholder claims to have lost or destroyed a certificate
of shares issued by the Corporation, a new certificate shall
be issued upon the delivery to the Corporation of an
affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, and,
at the discretion of the Board of Directors, upon the
deposit of a bond or other indemnity as the Board reasonably
requires.
<P>
ARTICLE VII. INDEMNIFICATION
------------------------------
<P>
Section 1. Right to Indemnification. The Corporation hereby
- -----------------------------------
indemnities each person (including the heirs, executors,
administrators, or estate of such person) who is or was a
director or officer of the Corporation to the fullest extent
permitted or authorized by current or future' legislation or
judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorneys' fees,
arising out of his or her status as a director, officer,
agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to
protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the
Corporation would have the legal power to indemnify them
directly against such liability.
<P>
Section 2. Advances Costs, charges and expenses (including
- -------------------------------------------------
attorneys' fees) incurred by a person referred to in Section
1 of this Article in defending a civil or criminal
proceeding shall be paid by the Corporation in advance of
the final disposition thereof upon receipt of an
undertaking to repay all amounts advanced if it is
ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this
Article, and upon satisfaction of other conditions required
by current or future legislation.
<P>
Section 3. Savings Clause. If this Article or any portion
- ---------------------------
of it is invalidated on any ground by a court of competent
jurisdiction, the Corporation nevertheless indemnities each
person described in Section 1 of this Article to the fullest
extent permitted by all portions of this Article that have
not been invalidated and to the fullest extent permitted by
law.
<P>
ARTICLE VIII. AMENDMENT
-------------------------
<P>
These Bylaws may be altered, amended or repealed, and new
Bylaws adopted, by a majority vote of the directors or by a
vote of the shareholders holding a majority of the shares.
<P>
I certify that these are the Bylaws adopted by the Board of
Directors of the Corporation.
<P>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<S> <C>
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<PERIOD-END> DEC-31-99
<CASH> 30,158
<SECURITIES> 0
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<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,158
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 62,256
<CURRENT-LIABILITIES> 15,100
<BONDS> 0
0
0
<COMMON> 10,500
<OTHER-SE> 36,606
<TOTAL-LIABILITY-AND-EQUITY> 62,256
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
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<OTHER-EXPENSES> 18,658
<LOSS-PROVISION> 0
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