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
IJC Ventures Corp.
(Name of Small Business Issuer in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
65-0911072
(I.R.S. Employer Identification No.)
7695 S.W. 104th Street, Suite 210, Miami, Florida 33156
(Address of principal executive offices) (Zip Code)
(305) 663-3333
(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,
$0.01 par value per share
Name of each exchange on which each class is to be registered:
National Quotation Bureau Pink Sheets
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To simplify the language in this Registration Statement, IJC Ventures Corp. is
referred to herein as "the Company" or "We."
Item 1. Description of Business.
- - --------------------------------
Business Development.
We were incorporated on July 12, 1993, as Software in Motion, Inc. in the State
of Florida. On November 13, 1998, we changed our name to IJC Ventures Corp.
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 and have had no operations. Other than
issuing shares to our shareholders, we have never commenced any operational
activities. As such, we have never had specific products, services, or business.
We can be defined as a Ashell@ company whose sole purpose at this time is to
locate and consummate a merger or acquisition with an unidentified private
entity (hereinafter referred to as the Abusiness opportunity@).
We are registering a class of our securities on this Form 10-SB registration
statement on a voluntary basis. We have no obligation to file such registration
statement pursuant to the Securities Exchange Act of 1934, as amended (the
AExchange Act@). We believe that by filing such Form 10-SB and being obligated
to file reports subject to Section 13 of the Exchange Act, it can attract a
business opportunity candidate. In all likelihood, a business opportunity will
involve a transaction with a corporation not requiring cash or assets but which
desires to establish both a public market for their common stock and the
perceived advantages of status as an Exchange Act registered corporation. There
is no assurance that the foregoing assumption is correct.
Competition.
We are and will continue to be a limited competitor in the business of seeking
business opportunities with private companies. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable business opportunity
candidates for us. Nearly all such entities have significantly greater
experience and financial resources, technical expertise and managerial
capabilities than we do. Consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business opportunity.
We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.
Government Regulation.
The proposed business activities described herein classify us as a Ablank check@
company. Many states have enacted statutes, rules and regulations limiting the
sale of securities of Ablank check@ companies in their states. We do not intend
to undertake any offering of our securities, either debt or equity, until such
time as we have successfully implemented our business plan
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as described herein. Relevant thereto, Eric Littman and Jayne Littman, our
principal shareholders, have expressed their intention not to sell their
respective shares until we have successfully completed a business opportunity
and we are no longer classified as a Ablank check@ company.
Transferability of the shares of our common stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances, prohibiting, the initial sale and subsequent
resale of securities of "blank check" companies within that state. In addition,
many states, while not specifically prohibiting or restricting securities of
"blank check" companies, would not register our securities for sale or resale in
their states. Because of these regulations, we currently have no plan to
register any of our securities with any state. To ensure that any state laws are
not violated through the resales of our securities, we will refuse to register
the transfer of any of our securities to residents of any state which prohibits
such resale, if no exemption is available for such resale. It is not anticipated
that a secondary trading market for our securities will develop in any state
until after consummation of a business opportunity, if at all.
Although we will be subject to regulation under the Exchange Act, management
believes we will not be subject to regulation under the Investment Company Act
of 1940, insofar as we will not be engaged in the business of investing or
trading in securities.
Federal and state tax consequences will likely be major considerations in any
business opportunity that we may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. The Company intends to structure any
business opportunity so as to minimize the federal and state tax consequences to
both the Company and the target entity; however, there can be no assurance that
such business opportunity will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction.
Sections 13 and 15(d) of the Exchange Act require companies subject thereto to
provide certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by the owners of some business opportunities to prepare
such statements may preclude consummation of an otherwise desirable business
opportunity. Business opportunity prospects that do not have or are unable to
obtain the required audited financial statements may not be appropriate for
consummation of a business opportunity as long as the reporting requirements of
the Exchange Act are applicable.
We have neither conducted, nor have others made available to us, results of
market research indicating that market demand exists for the transactions
contemplated by the Company. Moreover, we do not have, and do not plan to have,
and do not plan to establish, a marketing organization. Even in the event demand
is identified for a business opportunity contemplated by the
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Company, there is no assurance the Company will be successful in completing any
such business opportunity.
We currently have no full or part-time employees. There are no collective
bargaining agreements or employment agreements with Eric Littman, our sole
officer and director. Mr. Littman is involved in other full-time business
activities and participates in the running of the Company on a part time basis
as needed without compensation. We do not plan to make any change in the number
of employees of the Company to evaluate business opportunities. The need for
employees and their availability will be addressed in connection with our
decision whether or not to pursue a business opportunity.
Item 2. Plan of Operation.
- - --------------------------
We have never had revenues from operations. In the next twelve months, we plan
to seek out business opportunity candidates. Our management believes that this
plan of operations will be conducted through the efforts of Eric Littman, our
sole Officer and Director, and will not require any additional funds. It is
anticipated that business opportunities will be available to us through the
contacts of Eric Littman. It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will done by Eric Littman
or under his direction. We plan to investigate, to the extent believed
reasonable by our management, such potential business opportunities. Due to our
limited experience in business analysis, we may not discover or adequately
evaluate adverse facts about a potential business opportunity.
Inasmuch as we will have no funds available to us in our search for business
opportunities, we will not be able to expend significant funds on a complete and
exhaustive investigation of such business or opportunity. We anticipate that we
will incur nominal expenses in the implementation of our business plan described
herein. Because we have no capital with which to pay these expenses, our present
management will pay any charges with their personal funds, as interest free
loans to the Company. However, we expect that the only opportunity we will have
for repayment of these loans will be from consummation of a business
opportunity. The repayment of any loans made to the Company will not impede, or
be made conditional in any manner to, consummation of a business opportunity.
We have no particular business opportunity in mind and have not entered into any
negotiations regarding such business opportunity. None of our management,
affiliates nor any promoters have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of a business opportunity between us and such other company as of
the date of this registration statement.
We will not restrict our search to any specific business, industry, or
geographical location, and we may participate in a business opportunity of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business opportunity, because we have no assets and limited financial
resources. To date, we have not developed any specific or minimum criteria for
the selection of business opportunities, and our management will have complete
discretion in selection of such business opportunity.
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We will seek to expand our operations through consummation of a business
opportunity which is not currently identified and which entails risks that you
will not have a basis to evaluate. We plan to seek expansion of our operations
with companies that will complement or enhance our Company. We cannot assure you
that we will be able to ultimately effect any such business opportunity,
subsequently be able to integrate a business into our Company, or otherwise
successfully develop operations for us. Consequently, there is no basis for you
to evaluate the specific merits or risks of any potential business opportunity
that we may undertake. We anticipate that Eric Littman, our President and sole
Director, will investigate, to the extent he believes necessary, the business
opportunity.
Due to general economic conditions, rapid technological advances being made in
some industries and shortages of available capital, our management believes that
there are numerous firms seeking the perceived benefits of a fully reporting
public company. Such perceived benefits may include facilitating or improving
the terms on which equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders
and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We do not and will not have any capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, our management believes that we will be able to offer
business opportunity candidates the chance to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering or become a publicly-held
reporting company. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-Ks, 10-Ks or
10-KSBs, agreements and related reports and documents. The Exchange Act
specifically requires that any business opportunity candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. Nevertheless, our management have not conducted market
research and are not aware of statistical data which would support our perceived
benefits for a business opportunity owner.
We believe that there is a demand by non-public corporations for shell
corporations that are publicly-held registered companies. We believe that demand
for shells has increased dramatically since the Securities and Exchange
Commission imposed burdensome requirements on Ablank check@ companies pursuant
to Regulation 419 of the Securities Act of 1933 (the AAct@). The foregoing
regulation has substantially decreased the number of Ablank check@ offerings
filed with the Commission and, as a result, has stimulated an increased demand
for shell corporations. We have made the foregoing assumption, but there is no
assurance that the same is accurate or correct and, accordingly, no assurance
that we will be successful in locating a business opportunity.
Prior to making a decision to recommend to shareholders participation in a
business opportunity, we plan to request that we be provided with written
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materials regarding the business opportunity containing such items as a
description of products, services and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; evidence of existing patents, trademarks or services marks or
rights thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entity and our affiliates
during relevant periods; a description of present and required facilities; an
analysis of risk and competitive conditions; and, other information deemed
relevant.
Upon the consummation of a business opportunity, it is probable that our present
management and shareholders will no longer be in control of our Company. In
addition, our directors may, as part of the terms of the business opportunity,
resign and be replaced by new directors without a vote of our shareholders or
may sell their stock in the Company. We do not plan to raise any capital at the
present time, by private placement, public offerings, pursuant to Regulation S
promulgated under the Act, as amended, or by any means whatsoever. Further, we
have no plans, proposals, arrangements or understandings with respect to the
sale or issuance of additional securities prior to the location of a business
opportunity.
We anticipate that any securities issued as a result of consummation of a
business opportunity will be issued in reliance upon an exemption from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of our transaction, we may agree
to register all or a part of such securities immediately after the business
opportunity is consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will be undertaken
by the surviving entity after we have successfully consummated a business
opportunity, and we are no longer considered a "shell" company. Until such time
as this occurs, we will not attempt to register any additional securities. The
issuance of substantial additional securities and their potential sale into any
trading market which may develop in our securities may have a depressive effect
on the value of our securities in the future, if such a market develops, of
which there is no assurance. The completion of any business opportunity may
result in a significant issuance of shares and substantial dilution to our
present stockholders.
We do not plan to make any significant changes in the number of employees of the
Company.
Item 3. Description of Property.
- - --------------------------------
We currently have no material assets, and we do not own or lease any real or
personal property. We currently occupy office space without charge at 7695 S.W.
104th Street, Suite 210, Miami, Florida 33156, which is provided by and shared
with our President and sole Director, Eric Littman. This space is approximately
twelve hundred (1200) square feet and is owned by the Law Offices of Eric
Littman, P.A. We believe that this space is sufficient for us at this time.
There are no preliminary agreements or understandings with respect to the office
facility subsequent to the completion of a business opportunity. Upon closure of
a business opportunity, we plan to relocate our office to that of the business
opportunity candidate.
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We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- - -----------------------------------------------------------------------
As of June 4, 1999, there were 5,000,000 Shares of our common stock, $.01 par
value outstanding. The following tabulates holdings of our shares by each person
who, subject to the above, at the date of this registration, holds of record or
is known by our management to own beneficially more than 5.0% of the common
shares and, in addition, by all of our directors and officers individually and
as a group. Each named beneficial owner (1) has sole voting and investment power
with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
Security Ownership of Beneficial Owners(1)(4):
<S> <C>
Title of Class Common Stock
Name & Address of Beneficial Owner Jayne Littman
7695 SW 104th Street, Suite 210
Miami, Florida 33156
Amount & Nature of Beneficial Ownership Direct Ownership
4,971,000 shares
Percent of Class 99.42 %
Security Ownership of Management(4):
Title of Class Common Stock
Name & Address of Beneficial Owner None
Amount & Nature of Beneficial Ownership 0 shares
Percent of Class 0.00 %
Title of Class Preferred Stock (2)(3)
Name & Address of Beneficial Owner Eric Littman
7695 SW 104th Street, Suite 210
Miami, Florida 33156
Amount & Nature of Beneficial Ownership Direct Ownership
500,000 Shares
Percent of Class 100.00 %
</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 unity property laws.
(2) Eric and Jayne Littman are husband and wife.
(3) Each share of preferred stock is convertible into ten (10) shares of common
stock of the Company (See Description of Securities herein)
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(4) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above tables 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.
Change of Control.
There are currently no arrangements that would result in a change of control of
our Company. A business opportunity involving the issuance of our common shares
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in our Company. Any such business opportunity may require
our management to sell or transfer all or a portion of our common shares held by
them, or resign as members of our Board of Directors. The resulting change in
control of our Company could result in the removal of all or some of our present
management and a corresponding reduction or elimination of their participation
in the future affairs of our Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- - ---------------------------------------------------------------------
Eric Littman, 45 years of age, is our only Officer and Director. He has served
as President and Director since January 3, 1994, and his terms expire on March
1, 2000. Mr. Littman is an attorney who has been practicing at his own law firm
in Miami, Florida for the past five years. He currently holds no other
directorships in any reporting companies.
We currently have no significant employees, and we do not anticipate hiring any
in the future. There are no family relationships among management of the Company
or nominees for such positions. Jayne Littman, the beneficial owner of 99.42% of
our stock is the wife of Eric Littman, our President and sole Director. None of
our directors, executive officers, promoters or control persons have been
involved in any legal proceedings material to the evaluation of the ability or
integrity of any of the aforementioned persons.
Item 6. Executive Compensation.
- - -------------------------------
<TABLE>
<CAPTION>
Name Position Year Salary Bonus Other Stock Options L/Tip All Other
- - ---- -------- ---- ------ ----- ----- ----- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Eric Littman President 1999 0 0 0 0 0 0 0
</TABLE>
Item 7. Certain Relationships and Related Transactions.
- - -------------------------------------------------------
We have not and do not intend to enter into any 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. Our principal shareholder, Jayne
Littman, and President/Sole Director, Eric Littman are husband and wife. We are
not a subsidiary of any parent company. Since inception, we have not entered
into any transactions with promoters.
Our management are involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between us and their other business interests. We have not formulated a policy
for the resolution of such conflicts.
Item 8. Legal Proceedings.
- - --------------------------
We are not a party to any pending legal proceeding and are not aware of any
contemplated legal proceeding by a governmental authority involving our Company.
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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. Our common
stock has been quoted by the National Quotation Bureau pink sheets since March
of 1999. There has been no bid or ask for the securities since they have been
quoted on the pink sheets. None of our Common stock is subject to outstanding
options or warrants to purchase shares of the Company. We currently have 500,000
shares of preferred stock outstanding. Each share of our preferred stock of is
convertible into ten (10) shares of our common stock.
There are 29,000 shares of our common stock held by non-affiliates that are
available to be sold pursuant to Rule 144 under the Securities Act without any
volume limitations. There are 4,971,000 shares of our common stock held by Jayne
Littman, an affiliate, that are restricted securities eligible to be sold
subject to the volume limitations provided in Rule 144 of the Securities Act.
Each of the 500,000 shares of preferred stock issued to Eric Littman, an
affiliate, is convertible into 10 shares of our common stock. Upon conversion,
Eric Littman will hold fifty percent (50%) of the our outstanding common stock
and such shares would be eligible to be sold subject to the volume limitations
as provided in Rule 144 of the Securities Act. There is no common equity of our
Company being offered subject to an employee benefit plan.
Blue Sky Considerations.
The laws of some states prohibit the resale of securities issued by blank check
or shell corporations. We are considered a "blank check" or "shell" corporation
for the purpose of state securities laws. Accordingly, it is possible that our
current shareholders may be unable to resell their securities in other states.
Additionally, because each state has a series of exempt securities predicated
upon the particular facts of each transaction, it is not possible to determine
if a proposed transaction by an existing shareholder would violate the
securities laws of any particular state. In the event an existing shareholder or
broker/dealer resells our securities in a state where such resale is prohibited,
we believe that the seller thereof may be liable criminally or civilly under
that particular state=s laws. Existing shareholders should exercise caution in
the resale of their shares of common stock in light of the foregoing.
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
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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 with regard to the development of
a trading market in any of our securities.
As of the date of this registration, we had thirty (30) holders of record of our
common stock and one (1) holder of record of our preferred stock. There is
currently one class of common stock outstanding and one class of preferred
outstanding.
Item 10. Recent Sales of Unregistered Securities.
- - -------------------------------------------------
On January 3, 1994, 5,000,000 shares of our common stock and 500,000 shares of
our preferred stock were issued to Eric Littman for legal services rendered.
These legal services have a value of $5,000.00. The aforementioned securities
were issued under the exemption from registration provided by Section 4(2) of
the Act, as amended. On March 4, 1999, 5,000,000 shares of our common stock were
canceled, reissued and gifted by Eric Littman to the current thirty (30)
shareholders of our common stock.
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
the Articles of Incorporation and Bylaws.
Common Stock.
Our Articles of Incorporation authorize us to issue up to 200,000,000 common
shares, $.01 par value per common share. There are currently 5,000,000 shares of
common stock outstanding. All outstanding common shares are legally issued,
fully paid and non-assessable.
Preferred Stock.
Our articles of incorporation authorize us to issue up to 500,000 preferred
shares, $.01 par value per share. There are currently 500,000 shares of
preferred stock outstanding. Each share of preferred stock currently outstanding
is convertible into ten (10) shares of common stock. All outstanding preferred
shares are legally issued, fully paid and
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non-assessable. All rights of shareholders of preferred stock which may be
issued us, are determined by the Board of Directors and defined by resolution of
the Board of Directors.
Liquidation Rights.
Upon 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.
There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends, and we may pay dividends on our shares 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 it is not anticipated that any
dividends will be paid in the foreseeable future.
Voting Rights.
Holders of our common shares are entitled to cast one vote for each share held
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 our Company. We have not issued
debt securities.
Item 12. Indemnification of Directors and Officers.
- - ---------------------------------------------------
Our Articles of Incorporation provide that we shall have the power, in our
by-laws or in any resolution of our stockholders or directors, to undertake to
indemnify our officers and directors against any contingency or peril as may be
determined to be in our best interests, 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 a controlling person,
director or officer of our Company which would affect his or her liability in
that capacity.
Item 13. Financial Statements
- - -----------------------------
Included with Item 15(a).
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 our principal independent
accountant. The principal accountant consulted for us has been Jeff Scheifley
C.P.A.
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Item 15(a) Financial Statements
-------------------------------
<TABLE>
<CAPTION>
IJC VENTURES CORP.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999 and December 31, 1998
ASSETS
(Unaudited)
1999 1998
---------------------------
<S> <C> <C>
CURRENT ASSETS:
TOTAL CURRENT ASSETS $ 0 $ 0
TOTAL ASSETS $ 0 $ 0
---------------------------
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ 0 $ 0
---------------------------
STOCKHOLDERS EQUITY:
Preferred stock, $0.01 par value
authorized 500,000 shares
50O,OOO shares issued & outstanding $ 2,500 $ 2,500
Common stock, $0.01 par value
authorized 200,000,000 shares
5,00O,OOO shares issued & outstanding $ 3,400 $ 3,400
(Deficit) Accumulated during development stage $ (5,900) $ (5,900)
---------------------------
$ 0 $ 0
---------------------------
$ 0 $ 0
---------------------------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
IJC VENTURES CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months Ended March 31, 1999 and 1998 and
Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1/1/99 1/1/98 Year Year Inception
to to Ended Ended to
3/31/99 3/31/98 12/31/98 12/31/97 3/31/99
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Expenses $ 0 $ 0 $ 900 $ 0 $ 900
(Loss from Operations)
and Net (loss) $ 0 $ 0 $ (900) $ 0 $ (900)
------------------------------------------------------------------
Per Share Information:
Basic & Diluted (loss)
per common share $ 0 $ 0 $ 0 $ 0 $ 0
------------------------------------------------------------------
Weighted average
number of common
shares outstanding 5,000,000 5,000,000 5,000,O0O 5,000,000 5,000,000
------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
IJC VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period From Inception (July 9, 1993) to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Additional Accumulated
Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Preferred shares issued
for services on 1/3/94
at $.005 per share 500,000 $ 2,500 $ 0 $ (2,500) $ 0
Common shares issued
for services on 1/3/94
at $.0005 per share 5,000,000 $ 2,500 $ 0 $ (2,500) $ 0
Contribution of Capital
by major shareholder $ 900 $ 900
Net (loss) for year
ended 12/31/98 $ (900) $ (900)
---------------------------------------------------------------------------
Balance, 12/31/98 5,500,000 $ 5,000 $ 900 $ (5,900) $ 0
---------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
Page 14
<PAGE>
IJC VENTURES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months Ended March 31, 1999 and 1998
and Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1/1/99 Year Year Inception
to Ended Ended to
3/31/99 12/31/98 12/31/97 3/31/99
--------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Net Income (Loss) $ 0 $ (900) $ 0 $ (5,900)
Adjustments to reconcile net income to net
cash by operating activities:
Stock issued for services $ 5,000
Expenses paid and considered
contribution $ 0 $ 900 $ 0 $ 900
-------------------------------------------------------
Total Adjustments $ 0 $ 900 $ 0 $ 5,900
-------------------------------------------------------
Net cash provided by
operating activities $ 0 $ 0 $ 0 $ 0
Increase (decrease)in cash $ 0 $ 0 $ 0 $ 0
Cash & Cash Equivalents
beginning of period $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------
Cash & Cash Equivalents
end of period $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------
Supplemental Information:
Cash paid for Interest $ 0 $ 0 $ 0 $ 0
Cash paid for Income Taxes $ 0 $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements.
Page 15
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
IJC Ventures Corp.
We have audited the balance sheet of IJC Ventures Corp. as of December 31, 1998
and the related statements of operations, changes in stockholders' equity, and
cash flows for the and each of the years in the two year period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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 IJC Ventures Corp. as of
December 31, 1998 and the results of its operations and cash flows for each of
the years in the two year period ended December 31, 1998, in conformity with
generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
May 21, 1999
Page 16
<PAGE>
IJC Ventures Corp.
Notes to Financial Statements
December 31, 1998
Note 1. Organization and Summary of Significant Accounting Policies.
- - --------------------------------------------------------------------
The Company was incorporated in Florida on July 9, 1993 as Software in Motion,
Inc. and on November 5, 1998 effected a name change to IJC Ventures Corp. The
Company is in its development stage and to date its activities have been limited
to organization and capital formation.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
Intangible Assets:
The Company makes reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Under SFAS No. 121,
an impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its eventual disposition is less than
its carrying amount. No such impairment losses have been identified by the
Company to date.
Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Estimates:
The preparation of the Company=s financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Fair value of financial instruments
The Company=s short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximates fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration
Page 17
<PAGE>
of credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments.
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. The Company did not pay any stock based compensation during any
period presented.
New Accounting Pronouncements
SFAS No. 130, AReporting Comprehensive Income@, establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions which
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date which would require evaluation in accordance with the
SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The adoption of SFAS 131 did not affect results of
operations or financial position. To date, the Company has not operated in any
business activity.
Effective December 31, 1998, the Company adopted the provisions of SFAS No.
132, Employers' Disclosures about Pensions and Other Post-retirement
Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure requirements in
SFAS No. 87, Employers' Accounting for Pensions, and SFAS No. 106,
Page 18
<PAGE>
Employers' Accounting for Post-retirement Benefits Other Than Pensions. The
overall objective of SFAS 132 is to improve and standardize disclosures about
pensions and other post-retirement benefits and to make the required information
more understandable. The adoption of SFAS 132 did not affect results of
operations or financial position.
The Company has not initiated benefit plans to date which would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
Note 2. Stockholders' Equity.
On January 3, 1994 the Company issued 500,000 shares of its preferred stock
valued at $2,500 and 5,000,000 shares of its common stock valued at $2,500 to
its founders in exchange for their services. During the year ended December 31,
1998, the Company=s principal shareholder paid expenses of the Company amounting
to $900. The stockholder does not expect repayment of the expenses paid and the
Company has recorded the expenses as a contribution to its capital by the
shareholder.
Note 3. Related Party Transactions.
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by an officer of the Company. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may become involved in other business activities
in the future. Such business activities may conflict with the activities of the
Company. The Company has not formulated a policy for the resolution of any such
conflicts that may arise.
Note 4. Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions incorporated in Regulation 10-SB of the
Page 19
<PAGE>
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and accruals) considered necessary
for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's financial
statements for the year ended December 31, 1998.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
Page 20
<PAGE>
Item 15(b) Exhibits
-------------------
<TABLE>
<CAPTION>
INDEX TO EXHIBITS PAGE
- - ----------------- ----
<S> <C> <C>
Exhibit 1 Underwriting Agreement N/A
Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, Etc. N/A
Exhibit 3 (i) Articles of Incorporation 22
(ii) By-laws (as amended) 25
Exhibit 4 Instruments Defining the Rights of Security Holders EX. 3
Exhibit 5 Voting Trust Agreement N/A
Exhibit 6 Material Contracts N/A
Exhibit 7 Letter on Accountant Change N/A
Exhibit 8 Information on Subsidiaries N/A
Exhibit 9 Power of Attorney 30
</TABLE>
Page 21
Exhibit 3(i)
ARTICLES OF INCORPORATION OF SOFTWARE IN MOTION, INC.
-----------------------------------------------------
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I - NAME
The name of this corporation is SOFTWARE IN MOTION, INC.
ARTICLE II - NATURE OF THE BUSINESS
This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and of the State of Florida.
ARTICLE III - AUTHORIZED SHARES
The capital stock of this corporation shall consist of 200,000,000 shares of
Common Stock having a par value of $.01 per share and 500,000 shares of
preferred Stock, .01 par value per share.
The Preferred Stock may be issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, qualifications, limitations, restrictions thereof as shall be
stated and expresses in the resolution or resolutions provided for the issuance
of such Preferred Stock adopted by the Board of Directors pursuant to the
authority in this paragraph given.
ARTICLE IV - INITIAL CAPITAL
The amount of capital with which this corporation shall commence business shall
not be less than one hundred($100.00) dollars.
ARTICLE V - TERM OF EXISTENCEThis corporation shall have perpetual existence.
ARTICLE VI - INITIAL ADDRESS
The intial address of the principal place of business of this corporation in the
State of Florida shall be C/0 Berley & Littman, P.A. 1428 Brickell Avenue, Suite
202, Miami, Florida 33131. The Board of Directors may at any time and from time
to time move the principal office of this corporation to any location within or
without the State of Florida.
ARTICLE VII - DIRECTORS
The business of this corporation shall be managed by its Board of Directors, the
number of such directors shall not be less than one (1) and, subject to such
minimum may be increased or decr45eased from time to time in the manner
proscribed in the By-laws. The number of persons constituting the initial Board
of Directors shall be one (1).
ARTICLE VIII - INITIAL DIRECTORS
The name and address of the Initial Board of Directors is as follows:
Phillip Willow 1428 Brickell Avenue, Suite 202
Miami, Florida 33131
ARTICLE IX - SUBSCRIBER
The name and address of the person signing these Articles of Incorporation as
subscriber is:
Page 22
<PAGE>
Eric P. Littman
1428 Brickell Avenue, Suite 202
Miami, Florida 33131
ARTICLE X - VOTING FOR DIRECTORS
The Board of Directors shall be elected by the Shareholders of the corporation
at such time and in such manner as provided in the By-laws.
ARTICLE XI - CONTRACTS
No contract or other transaction between this corporation and any person, firm
or corporation shall be affected by the fact that any officer or director of
this corporation is such other party or is, or at some time in the future
becomes, an officer, director, or partner of such other contracting party, or
has now or hereafter a direct or indirect interest in such contract.
ARTICLE XII - INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the power, in its By-laws or in any resolution of
its Stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.
ARTICLE XIII - FLORIDA STATUTES
The corporation expressly elects not to be governed by the provisio9ns of
Sections 607.0901 and 607.0902, Florida Statutes.
ARTICLE XIV - RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
Berlit Corporate Services, inc.
1428 Brickell Avenue, Suite 202
Miami, Florida 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these articles of
Incorporation this 9th day of July, 1993
/s/ Eric Littman
----------------
Subscriber
Page 23
<PAGE>
ARTICLES OF AMENDMENT TO SOFTWARE IN MOTION, INC.
-------------------------------------------------
THE UNDERSIGNED, being the President of SOFTWARE IN MOTION, INC. does hereby
amend its Articles of Incorporation as follows:
ARTICLE I
The name of the corporation shall be IJC Ventures Corp.
I hereby certify that the following was adopted by a majority vote of the
shareholders are directors of the corporation on November 5, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to
the Articles of Incorporation on November 5, 1998.
/s/ Eric Littman
----------------
President
Page 24
Exhibit 3(ii)
BY-LAWS OF IJC VENTURES CORP.
-----------------------------
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 30th day of June of each year or at such other
time and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than 10% of all the shares entitled to vote
at the meeting. A meeting requested by shareholders shall be called for a date
not less than 3 nor more than 30 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal place
of business of the corporation or at such other place as may be designated by
the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting
and in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
Stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each shareholder of record on a
new record date entitled to vote at such meeting.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. 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 unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Page 25
<PAGE>
Section 8. Proxies. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or his duly authorized attorney-in-fact. No proxy
shall be valid after the duration of 11 months from the date thereof unless
otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by law
or authorized by these by-laws or the Articles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding Stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board of Directors.
Section 2. Qualification.
Directors need not be residents of this state or shareholders of this
corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the
compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
Section 5. Number. This corporation shall have a minimum of 1 director but no
more than 7.
Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the next
shareholder meeting or until his earlier resignation, removal from office or
death. If no shareholder meeting takes place, each director shall continue serve
until such meeting takes place. At each shareholder the shareholders shall elect
directors to hold office until the next succeeding shareholder meeting. Each
director shall hold office for a term for which he is elected and until his
successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of Directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.
Page 26
<PAGE>
Section 8. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. 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 an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. 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
as otherwise determined by the Directors.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice on the first Monday of the calendar month
two (2) months following the end of the corporation's fiscal, or if the said
first Monday is a legal holiday, then on the next business day. Written notice
of the time and place of special meetings of the Board of Directors shall be
given to each director by either personal delivery, telegram or cablegram at
least three (3) days before the meeting or by notice mailed to the director at
least 3 days before the meeting. Notice of a meeting of the Board of Directors
need not be given to any director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose, of any regular or special meeting of the Board of Directors need be
specified in the notice of waiver of notice of such 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 any such 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 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 chairman of the board, by the president of the
corporation or by any two directors. Members of the Board of Directors may
participate in a meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action, required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, is signed by
such number of the directors, or such number of the members of the committee, as
the case may be, as would constitute the requisite majority thereof for the
Page 27
<PAGE>
taking of such actions, is filed in the minutes of the proceedings of the board
or of the committee. Such actions shall then be deemed taken with the same force
and effect as though taken at a meeting of such board or committee whereat all
members were present and voting throughout and those who signed such action
shall have voted in the affirmative and all others shall have voted in the
negative. For informational purposes, a copy of such signed actions shall be
mailed to all members of the board or committee who did not sign said action,
provided however, that the failure to mail said notices shall in no way
prejudice the actions of the board or committee.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this corporation shall have the following
duties: The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors. The
Secretary shall have custody of, and maintain, all of the corporate records
except the financial records; shall record the minutes of all meetings of the
shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President. The Treasurer shall have custody of a II corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
Section 3. Removal of Officers. An officer or agent elected or appointed by the
Board of Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served thereby. Any vacancy in any office
may be filed by the Board of Directors.
ARTICLE IV. Stock CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a Stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall
claim to have lost or destroyed a certificate of shares issued by the
corporation, a
Page 28
<PAGE>
new certificate shall be issued upon the making 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 in such amount and with such sureties, if any, as the board may
reasonably require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committee of directors. This corporation
shall keep at its registered office, or principal place of business a record of
its shareholders, giving the names and addresses of all shareholders and the
number of the Shares held by each. Any books, records and minutes may be in
written form or in any other form capable of being converted into written form
within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been a
holder of record of Shares of voting trust certificates therefor at least six
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five percent of
the outstanding Shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
Section 3. Financial Information. Not later than four months after the close of
each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during the fiscal year. Upon the written request
of any shareholder or holder of voting trust certificates for Shares of the
corporation, the corporation shall mail to each shareholder or holder of voting
trust certificates a copy of the most recent such balance sheet and profit and
loss statement. The balance sheets and profit and loss statements shall be filed
in the registered office of the corporation in this state, shall be kept for at
least five years, and shall be subject to inspection during business hours by
any shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare and
the corporation may pay dividends on its Shares in cash, property or its own
Shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in circular
form.
ARTICLE VIII. AMENDMENT
These by-laws may be altered, amended or repealed, and new by-laws may be
adopted by the a majority vote of the directors of the corporation.
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Signatures
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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/______________________________
By: Eric Littman
Title: Director
Date: June 7, 1999
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