U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
General form for registration of securities of small business
issuers Under Section 12(b) or (g) of the Securities Exchange Act
of 1934
Quentin Road Productions, Inc.
(Name of Small Business Issuer in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
65-0830670
(I.R.S. Employer Identification No.)
701 Brickell Avenue, Suite 3120
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
(305)539-0900
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act: X
Title of each class to be so registered: Common Stock, Par Value
$.0001
Stock Name of each exchange on which each class is to be
registered: OTC Electronic Bulletin Board
To simplify the language in this Registration Statement Quentin
Road Production, Inc. is referred to herein as "the Company" or
"We".
Item 1. Description of Business.
- --------------------------------
Business Development. We were incorporated under the name
---------------------
Quentin Road Productions Inc. in the State of Delaware on April
20, 1998.
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.
Business of Issuer. We are a development stage company
-------------------
which intends to provide Internet consulting services in various
markets throughout the United States. We intend to develop and
operate an Internet company as well as venture funds focused on
the Internet. Quentin's Internet strategy includes the internal
development and operation of majority owned subsidiaries as well
as the investment in other Internet companies, either directly by
Quentin, or through venture capital fund arrangements. The
Company's strategy also envisions and promotes opportunities for
synergistic business relationships among the Internet companies
within its portfolio.
The Company's fulfillment services offerings will include product
and literature fulfillment, turnkey outsourcing, telemarketing,
and sales/lead inquiry management. The Company intends to
embark on a strategy to also provide solutions for integrating
traditional direct marketing with Internet marketing. The
Company has adopted a strategy of seeking opportunities to
realize significant gains through the selective sale of
investments or having separate subsidiaries or affiliates sell
minority interests to outside investors. The Company believes
that this strategy will provide the Company the ability to
significantly increase shareholder value as well as provide
capital to support the growth in the Company's subsidiaries and
investments. Additionally, in fiscal year 2000, the Company
intends to develop and refine the products and services of its
businesses, with the goal of significantly increasing revenue
as new products are commercially introduced, and will continue to
pursue a strong pace of investing in new Internet opportunities.
Direct marketing is undergoing rapid, fundamental change, as
customers' needs evolve and technology advances. Marketing
channels and media outlets are expanding in number and
diversifying in scope, and powerful database technologies are
able to target both broad markets and individual customers with
ever-greater precision. The emergence of the Internet into homes
and offices has provided direct marketers with a powerful new
distribution mechanism -interactive media.
Interactive marketing is a subset of direct marketing. It
differentiates itself from traditional direct marketing channels
in that the consumer has flexibility and control over what is
being presented, when they view the products or services and
which types of products or services they are viewing. In contrast
to conventional media, the Internet offers capabilities to target
advertising to specific audiences, to measure the popularity of
content, to reach worldwide audiences cost-effectively and to
create innovative and interactive advertisements. By collecting
customer feedback and demographic information, advertisers can
direct highly customized marketing campaigns at defined targets.
In addition, the Internet enables advertisers to transact with
prospective customers much more rapidly than with conventional
media.
The Company believes that advertisers will continue to seek to
advertise on web sites that offer a high volume of traffic and
feature flexible advertisement programs capable of reaching
targeted audiences. Likewise, the Company believes that as
advertisers increasingly embrace the Internet as an advertising
vehicle, their participation will subsidize in part the creation
and expansion of the information and resources available on the
Web which in turn is expected to stimulate further traffic flow.
Interactive marketing provides direct marketers with the ability
to create electronic databases of customer information. Using
this information will enable direct marketers to develop more
effective advertising, make better decisions about distribution
methods and media selection and target customers more
effectively. The dialogue created between the marketer and the
consumer through interactive marketing creates advertising
accountability, enabling marketers to track advertisement
interaction, anticipate consumer needs and make changes
immediately. It is expected that across scores of industries, the
relationship between marketers and consumers will soon be direct,
and one-to- one. When that day arrives, marketers will benefit from
this newfound ability to establish deep, intimate
relationships with their customers.
The Company's proposed Web visitor technology will help customers
increase the relevance of their Web site's advertising, editorial
and commercial content for both first-time and repeat visitors.
Quentin will deliver both Web-wide and enterprise-specific
profiling of visitor interests and preferences without tracking
their identity. The Company intends to set a benchmark for
privacy on the Web, allowing Web sites to deliver messages to the
targeted audiences, while protecting individual identity. The
Company intends to offer a software solution which will operate
the delivery of online advertising campaigns. The Company intends
to offer the database marketing and advertising features of
software as a comprehensive turnkey service, providing an
alternative to organizations who wish to out source ad
management, yet maintain control over advertising sales.
The Company's intended software will help online marketers better
understand their Web audiences through detailed analysis and
reports, enabling sites to conduct profile-based research on
individual visitors and convert the multi-layered data into
relevant marketing information. The software will be a one-to-one
Internet marketing solution, allowing online marketers to offer
personalized advertising, custom promotions and relevant content
to their customers and prospects. The Company intends to provide
corporations with the ability to subscribe to in-depth anonymous
profiles to target advertising, custom promotions or personalized
content. The Company's services will be available free to the
ISPs' and affinity partners' members, and is also directly
accessible to all Web users without disks or downloads. The
Company will generate revenues from advertising and commerce on
its service, which it shares with its ISP and affinity partners.
Quentin will also offer solutions for integrating traditional
direct marketing and Internet marketing. Quentin will provide
clients with a range of direct and Internet marketing services.
Quentin's principle products will be mailing lists derived from
its databases and sold primarily to publishers. The databases
will be highly segmented, permitting Quentin to use its
application software to extract specifically defined lists of
potential customers who are most likely to purchase products
advertised by Quentin's clients. Quentin will continually work to
expand the size and comprehensiveness of the database offerings
based on the needs of its clients and the availability of new
lists.
Quentin's database management and list processing services will
provide database analysis, design, software development, testing,
debugging, and maintenance for clients that want to build a
customer database. These services will include the processing of
customer data, segmenting the processed information to provide
the level of detail and selectivity desired, storing the
information, and updating it to make it readily accessible for
the client's promotional, analytical and list rental activities.
Lists may be combined and enhanced with additional demographic
information and other lists to form databases which can be used
as the basis of additional client promotions or marketed to other
list users. In combining lists, Quentin will offer merge/purge
services to eliminate duplicate names. Quentin will also offer
private database management as a service for large volume mailers
who mail to the same target lists regularly. A private database
is a targeted collection of mailing lists that is used repeatedly
by a restricted group of mailers.
Quentin's mission is to become the predominant service provider
within its respective market niche. The critical success factors
are: understanding, developing and applying information
technology to the Internet, interactive media markets, and data
access and software tools; narrowing market focus while
consummating strategic alliances to complement product and
service offerings; investing in strategic Internet or interactive
media investments or acquisitions and, most importantly, a
continued understanding of customers' needs. With respect to the
businesses of Quentin, the Company will seek to participate in
the direct marketing of products and services, Internet,
interactive media industries, and increase market share. The
Company will invest significant resources in new subsidiaries or
investments which seek to capitalize on opportunities surrounding
the growth of the Internet and the interactive marketing
industry.
The Company intends to pursue the growth and development of its
technologies and services and continue to introduce its products
commercially. Additionally, the Company intends to continue to
evaluate new opportunities to further its investment in its
direct marketing strategy and also to seek out opportunities to
realize significant shareholder value through the sale of
selected investments or technologies or having separate
subsidiaries sell a minority interest to outsiders. The Company
is actively seeking to develop innovative ways for advertisers to
reach their target audiences through the Internet effectively.
The Company will design and offer customized packages which will
include the ability to change advertisements quickly and frequently,
to conduct advertising test campaigns with rapid
result delivery and to track daily usage statistics. The Company
will develop software that provides the ability to target ads
based on demographics and usage patterns.
Quentin will pursue the strategy of growing its fulfillment
services segment through gaining market share in its existing
markets, through acquisition, and through developing new
Information Technology based products and services for its client
base. The Company will expend significant resources to develop
the most comprehensive and accurate databases of their kind
available to publishers. The Company believes that its databases
can be the dominant lists of their kind. The Company intends to
improve its market position by expanding the number, size,
nature, comprehensiveness and segmentation of its database
offerings.
The Company will market its products and services through a
marketing staff using both telemarketing and direct sales. The
Company will maintain separate marketing staffs for each product
and service area, enabling the marketing personnel to develop
strong customer relationships and expertise in their respective
areas. The Company will establish direct sales forces experienced
in the advertising business to address the new and evolving
requirements of the Internet advertising market. The Company
believes that an experienced sales staff is critical to
initiating and maintaining relationships with advertisers and
advertising agencies and therefore will hire a significant
portion of its Internet advertising sales force from the
advertising industry. The Company will advertise its products and
services through direct mail, space advertising, Internet
banners, directory listings, trade shows and Company sponsored
user groups. In addition, in certain instances, the Company, may
complement the activities of its direct sales force by retaining
advertising sales agencies, to serve as sales representatives on
a commission basis.
Quentin's proposed Internet investments will compete in the
electronic technology and Internet service arenas which are
comprised of numerous small and large companies providing
different new technologies, all with varying applications. The
market for Internet products and services is highly competitive.
In addition, the Company expects the market for Internet
advertising, to the extent it further develops, to be intensely
competitive. Although the Company believes that the diverse
segments of the Internet market will provide opportunities for
more than one supplier of products and services similar to those
of the Company, it is possible that a single supplier may
dominate one or more market segments. The Company believes the
principal competitive factors in this market are name
recognition, performance, ease of use, variety of value-added
services, functionality and features and quality of support.
Quentin's products and services will be developed predominantly
for direct marketing applications, on the Internet or through
interactive media. Competitors would include a wide variety of
companies and organizations, including Internet software,
content, service and technology companies, telecommunication
companies, cable companies and equipment/technology suppliers.
In the future, the Company may encounter competition from
providers of Web browser software and other Internet products and
services that incorporate competing features into their
offerings. Many of the Company's competitors, as well as a number
of potential new competitors, have significantly greater
financial, technical and marketing resources than the Company.
There can be no assurance that the Company's competitors will not
develop Internet products and services that are superior to those
of the Company or that achieve greater market acceptance than the
Company's offerings. The Company may also compete with online
services and other Web site operators as well as traditional off-
line media such as print and television for a share of
advertisers' total advertising budgets. There can be no assurance
that the Company will be able to compete successfully against its
current or future competitors or that competition will not have a
material adverse effect on the Company's business, results of
operations and financial condition.
The Company will develop and market a variety of Internet related
products and services. These industries are characterized by
rapid technological development. The Company believes that its
success will depend in large part on its ability to continue to
enhance its proposed products and services and to develop other
products and services which complement existing ones. In order
to respond to rapidly changing competitive and technological
conditions, the Company expects to incur significant research and
development expenses during the initial development phase of new
products and services as well as on an on-going basis.
As of October 15, 1999, 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.
Item 2. Management Discussion and Analysis
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<TABLE>
<S> <C> <C>
For the Year Ended From April 20, 1998(inception)
June 30, 1999 to June 30, 1999
------------------ ------------------------------
Development Stage Revenues $0 $0
Development Stage Expenses (37,246) (37,246)
Deficit Accumulated During
Development Stage (37,246) (37,246)
</TABLE>
Development Stage Revenues
- ---------------------------
The Company's operations have been devoted primarily to
developing a business plan, strategic acquisitions, creating an
Internet identity and raising capital for future operations and
administrative functions. The Company intends to grow through
internal development, strategic alliances and acquisitions of
existing businesses. 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.
Development Stage Expenses
- ---------------------------
The Company's development stage expenses were $37,246 for the
year end of June 30, 1999. The Company was inactive for the
short year ended June 30, 1998 and accordingly did not incur any
development stage expenses. The expenses incurred were primarily
due to various consulting, managerial and professional services
in pursuit of the Company's objectives.
Item 3. Description of Property.
- --------------------------------
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 affiliated entity.
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.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
- -----------------------------------------------------------
As of October 15, 1999, there were 3,050,000 shares of our common
stock, $0.0001 par value issued and outstanding. The following
tabulates holdings of our shares of common stock by each person
who, as of October 15, 1999, 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.
I. Security Ownership of Beneficial Owners (1)(2):
<TABLE>
<S> <C> <C> <C>
Title of Class Name & Address Amount Percent
- -------------- -------------- --------- ----------
Common Stock Atlas Equity Group, Inc. 2,000,000 65.57%
701 Brickell Avenue
Suite 3120
Miami, Florida 33139
Common Stock Rebecca Brock 500,000 16.39%
294 South Coconut Lane
Miami Beach, Florida 33139
II Security Ownership of Management (2):
Title of Class Name & Address Amount Percent
- -------------- -------------- --------- ----------
Common Stock Rebecca Brock 500,000 16.39%
420 E. 54th Street, Apt. 32G
New York, NY 10021
Common Stock Michelle Brock 0 0
105 Lexington Avenue, #6D
New York, NY 10016
All directors and executive 500,000 16.39%
officers as a group (2 persons)
</TABLE>
(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.
(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.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
- -------------------------------------------------------------
Rebecca Brock, 23 years old, has served as our
President/Secretary/Treasurer and Director since inception in
April, 1998. She is currently a fashion model with Fords Models
Inc. in Miami, Florida and Spirit Model Management in New York,
New York. She has been in the modeling industry for the past
five years represented by various modeling agencies in New York,
Miami, Paris, Los Angeles and Chicago. Ms. Brock has been
heavily in contact with many artists through her experience in
the fashion industry. In addition, since 1996, Ms. Brock has
been represented by a commercial television agency in New York
and has appeared in lead roles in several national television
commercials. She is currently a member of the Screen Actors
Guild. In addition, Ms. Brock is currently President of
WealthHound.com, Inc. a publicly traded company on the OTC
Electronic Bulletin Board. (OTCBB:WLTHE) She attended Penn State
University from 1995-1996.
Michelle Brock, 25 years old, has served as our Vice President
and Director since August, 1999. Ms. Brock has been employed in
public relations and sales for Norma Kamali, Inc. since May,
1999. Her responsibilities include the generating of editorial
press of United States and foreign fashion magazines as well as
sales to industry insiders and Internet clients. From May, 1998
to May, 1999, Ms. Brock was employed as an analyst assistant with
Odyssey Investments Partners, LLC where she conducted financial
and market research in the Internet technology, aerospace,
telecommunications and transportation industries. She graduated
in May, 1998, from Penn State University with a degree in Music
Theory and Violin Performance.
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.
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.
Item 6. Executive Compensation.
- -------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Name Position Year Salary Bonus Other Stock Options
- -------------- --------- ----- ------- ------ ------ ----- -------
Rebecca Brock President 1999 $0 0 0 500,000 0
Michelle Brock Vice President 1999 $0 0 0 0 0
</TABLE>
Item 7. Certain Relationships and Related Transactions.
- -------------------------------------------------------
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 affiliated entity.
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 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.
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.
Item 8. Legal Proceedings.
- ---------------------------
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.
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.
- ----------------------------------------------------------
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.
At October 15, 1999, there were 3,050,000 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.
As of the date of this registration, we had twenty-four (24)
holders of record of our common stock. We currently have one
class of common stock outstanding.
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.
Penny Stock Considerations.
- ---------------------------
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.
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.
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.
Item 10. Recent Sales of Unregistered Securities.
- -------------------------------------------------
The following sets forth information relating to all of our
previous sales of securities which were not registered under the
Securities Act of 1933.
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
21 shareholders for an aggregate offering price of $50,000. The
Common Stock issued in the Company's Regulation D, Rule 504
offering were 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.
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.
Item 11. Description of Securities.
- -----------------------------------
Qualification.
The following statements constitute brief summaries of our
Articles of Incorporation and Bylaws, as amended. Such summaries
do not purport to be complete and are qualified in their entirety
by reference to the full text of our Articles of Incorporation
and Bylaws.
Common Stock.
Our Articles of Incorporation authorize us to issue up to
50,000,000 Common Shares, $0.0001 par value per common share and
10,000,000 Preferred Shares, $0.0001 par value per preferred
share. As of October 15, 1999, there are 3,050,000 shares of our
common stock outstanding. All outstanding Common Shares are
legally issued, fully paid and non-assessable.
Liquidation Rights.
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.
Dividend Rights.
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.
Voting Rights.
Holders of our Common Shares are entitled to cast one vote for
each share held of record at all shareholders meetings for all
purposes.
Other Rights.
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.
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.
Item 12. Indemnification of Directors and Officers.
- ----------------------------------------------------
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.
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.
Item 13. Financial Statements
- -----------------------------
See Item 15(a) below.
Item 14. Changes in and Disagreements with Accountants.
- --------------------------------------------------------
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 of
Berenfeld, Spritzer, Shechter & Sheer.
Item 15(a) Financial Statements
- --------------------------------
Item 15(b) Exhibits
- -------------------
INDEX TO EXHIBITS
Exhibit 3(i) Articles of Incorporation
Exhibit 3(ii) By-laws
Exhibit 27 Financial Data Schedule
Signatures
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.
/S/REBECCA BROCK
-----------------
By: REBECCA BROCK
Title: President, Secretary, Treasurer and Director
Date: October, 1999
QUENTIN ROAD PRODUCTIONS, INC.
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT. . . . . . . . . . . . . . . . . . . 1
BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . 2
STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . 3
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY. . . . . . . . . . . 4
STATEMENT OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . 5
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . 6 - 9
</TABLE>
Independent Auditors' Report
----------------------------
To the Stockholders and
Board of Directors
Quentin Road Productions, Inc.
Miami, Florida
We have audited the accompanying balance sheet of Quentin Road
Productions, Inc. (a development stage company) as of June 30,
1999 and the related statements of operations, changes in
stockholders' equity and cash flows for the year then ended and
for the cumulative period April 20, 1998(inception) to June 30,
1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
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.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Quentin Road Productions, Inc. as of June 30, 1999, and the
results of its operations and its cash flows for the year then
ended and for the cumulative period April 20, 1998 (inception) to
June 30, 1999 in conformity with generally accepted accounting
principles.
BERENFELD, SPRITZER, SHECHTER & SHEER
August 31, 1999
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1999
<TABLE>
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash $22,690
Prepaid expenses 1,200
--------
Total Current Assets $23,890
OTHER ASSETS:
Organization cost, net of
accumulated amortization of $212 850
Investment 5,000
------
Total Other Assets 5,850
-------
TOTAL ASSETS $29,740
-------
-------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 986
Accrued expenses payable 13,000
-------
Total Current Liabilities $13,986
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value,
1,000,000 shares authorized,
0 shares issued and outstanding 0
Common stock, $.0001 par value,
50,000,000 shares authorized,
3,050,000 shares issued and
outstanding 305
Additional paid-in-capital 52,695
Deficit accumulated during
the development stage (37,246)
--------
Total Stockholders' Equity 15,754
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $29,740
-------
-------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
---------------------------
<TABLE>
<S> <C> <C>
For the Year From April 20, 1998
Ended (Inception) to
June 30, 1999 June 30, 1999
--------------- ---------------------
OPERATING ACTIVITIES:
Deficit accumulated during the
development stage $(37,246) $(37,246)
Amortization 212 212
Common stock issued for
consulting services 3,000 3,000
Increase in prepaid expenses (1,200) (1,200)
Increase in accounts payable 886 886
Increase in accrued expenses 13,000 13,000
------- --------
Net Cash Used by
Operating Activities (21,348) (21,348)
-------- ---------
INVESTING ACTIVITIES:
Expenditures for organization costs (1,062) ( 1,062)
Investment in Wealthhound, Inc. (5,000) 5,000)
-------- ---------
Net Cash Used by
Investing Activities (6,062) ( 6,062)
-------- ---------
FINANCING ACTIVITIES:
Proceeds from the issuance of
common stock 50,000 50,000
Proceeds from shareholder's loan 100 100
------- -------
Net Cash Provided by
Financing Activities 50,100 50,100
------- -------
INCREASE IN CASH 22,690 22,690
CASH, BEGINNING 0 0
------- -------
CASH, ENDING $22,690 $22,690
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
NON-CASH FINANCING ACTIVITIES:
COMMON STOCK ISSUED FOR CONSULTING AND LEGAL SERVICES $ 3,000
--------
--------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<S> <C> <C>
For the Year From April 20, 1998
Ended (Inception) to
June 30, 1999 June 30, 1999
--------------- ---------------------
DEVELOPMENT STAGE REVENUES $ 0 $ 0
---------- ---------
DEVELOPMENT STAGE EXPENSES:
Accounting 3,000 3,000
Amortization 212 212
Bank charges 110 110
Consulting fees 12,500 12,500
Dues and subscriptions 110 110
Licenses and taxes 286 286
Office expenses 4,118 4,118
Professional fees 16,000 16,000
Travel 910 910
------ -------
Total Development
Stage Expenses 37,246 37,246
------ -------
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE $(37,246) $(37,246)
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 20, 1998 (INCEPTION) THROUGH JUNE 30, 1999
----------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ----------- ---------- -------
Balance, April 20, 1998
(inception) 0 $ 0 $ 0 $ 0 $ 0
Common stock issued to related
parties for consulting fees 2,500,000 250 2,250 0 2,500
Common stock issued to
third parties 500,000 50 49,950 0 50,000
Deficit accumulated during the
development stage for the
period April 20, 1998(inception)
through June 30, 1998 0 0 0 0 0
---------- ---- -------- ------- ------
Balance, June 30, 1998 3,000,000 300 52,200 0 52,500
Common stock issued for
legal services 50,000 5 495 0 500
Deficit accumulated during the
development stage for the year
ended June 30, 1999 0 0 0 (37,246) (37,246)
Balance, June 30, 1999 3,050,000 $ 305 $52,695 (37,246) $15,754
--------- ------- -------- -------- -------
--------- ------- -------- -------- -------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
- -----------------------------------------------------------
Organization
- ------------
Quentin Road Productions, Inc. ("the Company") was
incorporated on April 20, 1998 under the laws of the State of
Delaware. The Company's operations have been devoted primarily
to structuring and positioning itself to take advantage of
opportunities available in the internet industry. The Company
intends to grow through internal development, strategic alliances
and acquisitions of existing business.
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 reported
amounts of assets and liabilities and disclosures of contingent
assets and liabilities as of the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Accordingly, actual results could
differ from those estimates.
NOTE 2 - DEVELOPMENT STAGE OPERATIONS
- --------------------------------------
The Company's operations have been devoted primarily to
developing a business plan, strategic acquisitions, creating an
internet identity and raising capital for future operations and
administrative functions.
The ability of the Company to achieve its business
objective is contingent upon its success in raising additional
capital until adequate revenues are realized from operations.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 3 - ORGANIZATION COSTS
- -----------------------------------
Legal fees of $1,061 have been capitalized in connection
with the incorporation of the Company. The organization costs
are being amortized on a straight-line basis over a period of 60
months.
NOTE 4 - INCOME TAXES
- -----------------------------
The Company has a net operating carryforward loss for
income tax purposes of $40,246 that may be used to offset future
taxable income. The carryfoward expires in the year 2014.
Management has elected not to recognize any future income tax
benefits that may arise from the utilization of the carryforward
due to the uncertainty regarding the success of future
operations.
NOTE 5 - STOCKHOLDERS' EQUITY
- ------------------------------
The Company issued 500,000 common shares upon
incorporation to Rebecca J. Brock (President), the Company's sole
officer and director, in consideration for management services
valued at $500. In addition, it issued 2,000,000 common shares to
Atlas Equity Group, Inc., an affiliated company, in exchange for
consulting services valued at $2,000. These investors are deemed
to be founders and affiliates of the Company. Atlas Equity
Group, Inc. is wholly owned by Michael D. Farkas and is deemed to
be a related party.
In March, 1999, the Company entered into a private
offering of securities pursuant to Regulation D, Rule 504,
promulgated under the Securities Act of 1933. Common shares were
offered to non-accredited investors for cash consideration of $
.10 per share. 500,000 shares were issued to 21 unaffiliated
shareholders. The offering is now closed.
In June, 1999, the Company engaged legal counsel for
services relating to SEC filings and related documentation. The
fees for these services are estimated to be $19,000. 50,000
shares of common stock, valued at $500, will also be issued in
consideration of the services to be rendered.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 6 - OFFICERS AND BOARD OF DIRECTORS
- -----------------------------------------
On April 29, 1998, the shareholders elected two members
to the Board of Directors:
<TABLE>
<S> <C> <C> <C>
Rebecca J. Brock - Director
Michelle Brock - Director
The Board of Directors elected the following officers:
Rebecca J. Brock - President and Chief
Executive Officer
Michelle Brock - Executive Vice-President and
Chief Financial Officer
Rebecca J. Brock - Secretary/Treasurer
</TABLE>
NOTE 7 - RELATED PARTY TRANSACTIONS
- --------------------------------------------
The Company paid the Farkas Group, Inc., a related party,
$5,000 for assisting in creating a private placement offering
document. The Farkas Group, Inc. is owned by Michael D. Farkas.
The Company paid GSM Communications, Inc., a related
party, $5,000 for consulting services relating to an internet
site. GSM Communications, Inc. is owned by Michael D. Farkas.
In April, 1999 the Company agreed to reimburse Atlas
Equity Group, Inc., a related party, $1,200 per month for
operating and administrative expenses. Atlas Equity Group, Inc.
is owned by Michael D. Farkas.
QUENTIN ROAD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 8 - INVESTMENT
- -------------------
On May 10, 1999 the Company purchased 125,000 common
shares of WealthHound, Inc., a development stage company. The
purchase represents 3 percent of that company's outstanding
stock. The investment is reflected at cost.
INDEX TO EXHIBITS
Exhibit 3(i) Articles of Incorporation
Exhibit 3(ii) By-laws
Exhibit 27 Financial Data Schedule
EXHIBIT 3(i) - ARTICLES OF INCORPORATION
- -----------------------------------------
State of Delaware
Certificate of Incorporation
Quentin Road Productions, Inc.
FIRST: The name of this Delaware corporation is:
Quentin Road Productions, Inc.
SECOND: The name and address of the Corporation's registered
Agent is:
Corporate Creations Enterprises, Inc.
686 North Dupont Boulevard #302
Milford, DE 19963
Kent County
THIRD: The purpose of the Corporation is to conduct or promote
any lawful business or purposes.
FOURTH: The Corporation shall have the authority to issue
50,000,000 shares of common stock, par value $.0001 per share.
In addition, the Corporation shall have the authority to issue
10,000,000 shares of preferred stock, par value $.0001 per share,
which may be divided into series and with the preferences,
limitations and relative rights determined by the Board of
Directors.
FIFTH: The directors shall be protected from personal liability
to the fullest extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach, Florida 33139
SEVENTH: This Certificate of Incorporation shall become effective
on the date shown below.
/s/ Greg K. Kuroda
- --------------------------------------
CORPORATE CREATIONS INTERNATIONAL INC.
Greg K. Kuroda, Vice President
Date: April 20, 1998
EXHIBIT 3(II) - BYLAWS OF QUENTIN ROAD PRODUCTIONS, INC.
- ----------------------------------------------------------
Bylaws
of
Quentin Road Productions, Inc.
ARTICLE I. DIRECTORS
----------------------
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
ARTICLE II. MEETINGS OF SHAREHOLDERS
--------------------------------------
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.
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.
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.
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.
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.
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.
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.
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.
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.
ARTICLE III. OFFICERS
-------------------------
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.
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.
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.
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.
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.
Section 5. Bank Accounts. The Corporation shall have accounts
- --------------------------
with financial institutions as determined by the Board of
Directors.
ARTICLE IV. DISTRIBUTIONS
---------------------------
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.
ARTICLE V. CORPORATE RECORDS
------------------------------
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.
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.
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.
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.
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.
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.
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.
If the Corporation issues or authorizes the 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.
ARTICLE VI. STOCK CERTIFICATES
-------------------------------
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.
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.
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.
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.
ARTICLE VII. INDEMNIFICATION
-----------------------------
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.
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.
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.
ARTICLE VIII. AMENDMENT
------------------------
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.
I certify that these are the Bylaws adopted by the Board of
Directors of the Corporation.
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
- ------------------------------------
[DESCRIPTION] ART. 5 FDS FOR FORM 10-SB
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] JUN-30-1999
[PERIOD-END] JUN-30-1999
[CASH] 22,690
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 23,890
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 29,740
[CURRENT-LIABILITIES] 13,986
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 305
[OTHER-SE] 15,449
[TOTAL-LIABILITY-AND-EQUITY] 29,740
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 37,246
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 37,246
[INCOME-TAX] 0
[INCOME-CONTINUING] 37,246
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] <37,246>
[EPS-BASIC] <.01>
[EPS-DILUTED] <.01>
</TABLE>
