U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
FUTURE TECHNOLOGIES, INC.
(Name of Small Business Issuer in its charter)
Minnesota 41-0985135
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11900 Wayzata Blvd., Suite 100, Hopkins, MN 55305
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (612) 541-1155
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.01
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTION Page
Part I 3
1. Description of Business 3
2. Management's Discussion and Analysis or Plan of 7
Operations
3. Description of Properties 8
4. Security Ownership of Certain Beneficial Owners and 8
Management
5. Directors, Executive Officers, Promoters and Control 8
Persons
6. Executive Compensation 9
7. Certain Relationships and Related Transactions 9
8. Legal Proceedings 10
9. Market for Common Equity and Related Stockholder 10
Matters
10. Recent Sales of Unregistered Securities 10
11. Description of Securities 10
12. Indemnification of Directors and Officers 11
13. Financial Statements 14
14. Changes in and Disagreements with Accountants on 14
Accounting and Financial Disclosure
15. Financial Statements and Exhibits 14
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ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was formed as a Minnesota corporation on June 20,
1972, under the name Land Corporation of America, Inc., for the
purpose of developing parcels of land into mobile home parks and
to market the lots to owners of mobile homes. On November 30,
1977, the Company changed its name to Future Homes, Inc. The
Company operated successfully, until the recession of the late
70's created increasing unavailability of financing for mobile
homes. This in turn increased the difficulty of selling mobile
home lots, causing the Company to suffer losses through the early
1980's. In 1983, the Company closed 5 of its 6 sales locations
and lost several properties to foreclosure. The Company assigned
its remaining assets to creditors on June 10, 1989, and became
inactive. On February 8, 1999, the Company adopted amended and
restated Articles of Incorporation, which changed the name of the
Company to Future Technologies, Inc., adopted new corporate by-
laws, appointed an independent auditor, and elected Craig
Laughlin as sole director.
General
The Company is seeking a favorable business opportunity to
acquire. The Company has not entered into any agreement, nor
does it have any commitment or understanding to enter into or
become engaged in a transaction as of the date of this filing.
The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to
acquire or become engaged in business opportunities at such time
as specific opportunities warrant. The Company cannot now
predict what type of business it may enter into or acquire. It
is emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the
discretion of the Company's management.
It is anticipated that business opportunities will be identified
for the Company through its officers and directors and through
professional advisors including securities broker-dealers and
through members of the financial community. To a large extent, a
decision to participate in a specific business opportunity may be
made upon management's analysis regarding the quality of the
other firm's management and personnel, the asset base of such
firm or enterprise, the anticipated acceptability of new products
or marketing concepts, the merit of the firm's business plan, and
numerous other factors which are difficult, if not impossible, to
analyze through the application of any objective criteria.
There are no plans or arrangements proposed or under
consideration for the issuance or sale of additional securities
by the Company prior to the identification of an acquisition
candidate. Consequently, management anticipates that it may be
able to participate in only one potential business venture, due
primarily to the Company's limited capital. This lack of
diversification should be considered a substantial risk, because
it will not permit the Company to offset potential losses from
one venture against gains from another.
Selection of a Business
The Company anticipates that businesses for possible acquisition
will be referred by various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and
others who may present unsolicited proposals. The Company will
not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its
officers and directors and their affiliates, as well as indirect
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associations between them and other business and professional
people. By relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will
engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of the Company.
Compensation to a finder or business acquisition firm may take
various forms, including one-time cash payments, payments based
on a percentage of revenues or product sales volume, payments
involving issuance of securities (including those of the
Company), or any combination of these or other compensation
arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services.
The Company will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location. The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems. Participation in a new
business venture entails greater risks since in many instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately. If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.
In seeking a business venture, the decision of management will
not be controlled by an attempt to take advantage of any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of the Company.
The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing
prospective businesses, management will consider, to the extent
applicable, the available technical, financial, and managerial
resources; working capital and other prospects for the future;
the nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trade or
service marks; name identification; and other relevant factors.
The decision to participate in a specific business may be based
on management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not
impossible, to analyze through any objective criteria. It is
anticipated that the results of operations of a specific firm may
not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.
The Company will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor. The period within which the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
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prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company's
participation, and other circumstances.
Acquisition of a Business
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
now be predicted. Notwithstanding the above, the Company does
not intend to participate in a business through the purchase of
minority stock positions. On the consummation of a transaction,
it is likely that the present management and shareholders of the
Company will not be in control of the Company. In addition, a
majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the
present shareholders of the Company, including officers and
directors, may, as a negotiated element of the acquisition, sell
a portion or all of the Company's Common Stock held by them at a
significant premium over their original investment in the
Company. As a result of such sales, affiliates of the entity
participating in the business reorganization with the Company
would acquire a higher percentage of equity ownership in the
Company. Management does not intend to actively negotiate for or
otherwise require the purchase of all or any portion of its stock
as a condition to or in connection with any proposed merger or
acquisition. Although the Company's present shareholders did not
acquire their shares of Common Stock with a view towards any
subsequent sale in connection with a business reorganization, it
is not unusual for affiliates of the entity participating in the
reorganization to negotiate to purchase shares held by the
present shareholders in order to reduce the amount of shares held
by persons no longer affiliated with the Company and thereby
reduce the potential adverse impact on the public market in the
Company's common stock that could result from substantial sales
of such shares after the business reorganization. Public
investors will not receive any portion of the premium that may be
paid in the foregoing circumstances. Furthermore, the Company's
shareholders may not be afforded an opportunity to approve or
consent to any particular stock buy-out transaction.
In the event sales of shares by present shareholders of the
Company, including officers and directors, is a negotiated
element of a future acquisition, a conflict of interest may arise
because directors will be negotiating for the acquisition on
behalf of the Company and for sale of their shares for their own
respective accounts. Where a business opportunity is well suited
for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete
the transaction. Where the business opportunity is not well
suited, but the price offered management for their shares is
high, Management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to
obtain an independent appraisal to determine whether any price
that may be offered for their shares is fair. Stockholders must
rely, instead, on the obligation of management to fulfill its
fiduciary duty under state law to act in the best interests of
the Company and its stockholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms
of such registration rights and the number of securities, if any,
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which may be registered cannot be predicted, it may be expected
that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
structure the acquisition as a so-called "tax-free" event under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code"). In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the
surviving entity. Section 368(a)(1) of the Code provides for tax-
free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or
acquires the securities or assets of another corporation.
Generally, the Company will be the acquiring corporation in such
a business reorganization, and the tax-free status of the
transaction will not depend on the issuance of any specific
amount of the Company's voting securities. It is not uncommon,
however, that as a negotiated element of a transaction completed
in reliance on section 368, the acquiring corporation issue
securities in such an amount that the shareholders of the
acquired corporation will hold 50% or more of the voting stock of
the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately
prior to the transaction would retain less than 50% of the issued
and outstanding shares of the surviving entity. Therefore,
regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their
percentage of ownership in the Company.
Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles will ordinarily require that such
transaction be accounted for as if the Company had been acquired
by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.
The manner in which the Company participates in a business will
depend on the nature of the business, the respective needs and
desires of the Company and other parties, the management of the
business, and the relative negotiating strength of the Company
and such other management.
The Company will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.
Operation of Business After Acquisition
The Company's operation following its acquisition of a business
will be dependent on the nature of the business and the interest
acquired. The Company is unable to predict whether the Company
will be in control of the business or whether present management
will be in control of the Company following the acquisition. It
may be expected that the business will present various risks,
which cannot be predicted at the present time.
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Governmental Regulation
It is impossible to predict the government regulation, if any, to
which the Company may be subject until it has acquired an
interest in a business. The use of assets and/or conduct of
businesses which the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation. In
selecting a business in which to acquire an interest, management
will endeavor to ascertain, to the extent of the limited
resources of the Company, the effects of such government
regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of
government regulation. The inability to ascertain the effect of
government regulation on a prospective business activity will
make the acquisition of an interest in such business a higher
risk.
Competition
The Company will be involved in intense competition with other
business entities, many of which will have a competitive edge
over the Company by virtue of their stronger financial resources
and prior experience in business. There is no assurance that the
Company will be successful in obtaining suitable investments.
Employees
The Company is a development stage company and currently has no
employees. The sole executive officer, who is not compensated
for his time contributed to the Company, will devote only such
time to the affairs of the Company as he deems appropriate, which
is estimated to be approximately 20 hours per month. Management
of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating businesses. The need for employees and their
availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business
industry.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Results of Operations
The Company had no revenue for the six-month periods ended March
31, 1999 and 1998, and for the years ended September 30, 1998 and
1997.
General and administrative expenses for six months ended March
31, 1999, were $922, and the Company had no such expenses during
the corresponding period in 1998 or for the years ended September
30, 1998 and 1997. General and administrative expenses during
the six-month period ended March 31, 1999, consisted of fees and
related expenses associated with reviving the Company. The
Company realized a net loss of $922 for the first six months of
fiscal year 1999, and no net income or loss for the corresponding
period in 1998 or for the years ended September 30, 1998 and
1997.
The Company does not expect to generate any meaningful revenue or
incur operating expenses unless and until it acquires an interest
in an operating company.
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Liquidity and Capital Resources
At September 30, 1998, the Company had no working capital, and at
March 31, 1999, had working capital of $9,078. Management
believes that the Company has sufficient cash and short-term
investments to meet the anticipated needs of the Company's
operations through at least the next 12 months. However, there
can be no assurances to that effect, as the Company has no
revenues and the Company's need for capital may change
dramatically if it acquires an interest in a business opportunity
during that period. The Company's current operating plan is to
(i) handle the administrative and reporting requirements of a
public company; and (ii) search for potential businesses,
products, technologies and companies for acquisition. At
present, the Company has no understandings, commitments or
agreements with respect to the acquisition of any business,
product, technology or company and there can be no assurance that
the Company will identify any such business, product, technology
or company suitable for acquisition in the future. Further,
there can be no assurance that the Company would be successful in
consummating any acquisition on favorable terms or that it will
be able to profitably manage the business, product, technology or
company it acquires.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company uses offices at 11900 Wayzata Blvd., Suite 100,
Hopkins, MN 55305, provided by an officer and director of the
Company at no charge.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of March 31, 1999, the number
and percentage of the outstanding shares of common stock which,
according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each executive officer, (iii) all current
directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock.
Except as otherwise indicated, the persons named in the table
have sole voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
Common Percent
Shares of
Class(2)
Name and Address
Craig Laughlin (1) 1,000,000 74.0
11900 Wayzata Blvd., Suite 100
Hopkins, MN 55305
(1) Craig Laughlin is the sole executive officer and director of
the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Directors and Officers
The following table sets forth the names, ages, and positions
with the Company for the sole director and officer of the
Company.
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Name Age Positions (1) Since
Craig Laughlin 49 President and Director 1999
All executive officers are elected by the Board and hold office
until the next Annual Meeting of stockholders and until their
successors are elected and qualify.
The following is information on the business experience of each
director and officer.
Craig Laughlin is the founder and President of SRC Funding, Inc.,
which structures venture capital financing for early stage
companies. Mr. Laughlin has been a consultant in the areas of
mergers, acquisitions, and early stage financing since 1986. Mr.
Laughlin has also served as a member of the board of directors
since May 1990, of Century Controls International, Inc., a
publicly held company engaged in the business of designing,
manufacturing, and marketing a line of proprietary control
devices used in the management of large commercial and industrial
steam boilers and of certain manufacturing processes.
ITEM 6. EXECUTIVE COMPENSATION
The Company has no agreement or understanding, express or
implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the
Company or compensation for services. The Company has no plan,
agreement, or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates
or associates, regarding the issuance to such persons of any
shares of the Company's authorized and unissued common stock.
There is no understanding between the Company and any of its
present stockholders regarding the sale of a portion or all of
the common stock currently held by them in connection with any
future participation by the Company in a business. There are no
other plans, understandings, or arrangements whereby any of the
Company's officers, directors, or principal stockholders, or any
of their affiliates or associates, would receive funds, stock, or
other assets in connection with the Company's participation in a
business. No advances have been made or contemplated by the
Company to any of its officers, directors, or principal
stockholders, or any of their affiliates or associates.
There is no policy that prevents management from adopting a plan
or agreement in the future that would provide for cash or stock
based compensation for services rendered to the Company.
On acquisition of a business, it is possible that current
management will resign and be replaced by persons associated with
the business acquired, particularly if the Company participates
in a business by effecting a stock exchange, merger, or
consolidation as discussed under "Item 1. Business." In the
event that any member of current management remains after
effecting a business acquisition, that member's time commitment
and compensation will likely be adjusted based on the nature and
location of such business and the services required, which cannot
now be foreseen.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the sale and purchase of the Company's common stock
described under "Item 10. Recent Sales of Unregistered
Securities," there are no proposed transactions and no
transactions during the past two years to which the Company was a
party and in which any officer, director, or principal
stockholder, or their affiliates or associates, was also a party.
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ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against the Company have been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
There is presently no established trading market for the
Company's common stock.
All shares of common stock outstanding may be sold without
restriction under Rule 144(k) promulgated under the Securities
Act of 1933, except 1,000,000 shares, which are held by the sole
officer and director of the Company. After March 5, 2000, shares
held by the sole officer and director may be sold subject to
complying with all of the terms and conditions of Rule 144.
Since its inception, no dividends have been paid on the Company's
common stock. The Company intends to retain any earnings for use
in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the
foreseeable future.
At March 31, 1999, there were approximately 160 holders of record
of the Company's Common Stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On March 6, 1999, the Company sold 1,000,000 shares of common
stock to Craig Laughlin, the sole officer and director of the
Company, for $10,000. No underwriter or broker was involved in
the offering, and no commissions were paid on the sale of the
shares. The shares were offered and sold in reliance on the
exemption set forth in Section 4(2) of the Securities Act of
1933.
ITEM 11. DESCRIPTION OF SECURITIES
The Company is authorized to issue 45,000,000 shares of common
stock, par value $0.01 per share, of which 1,352,914 shares are
issued and outstanding. Holders of common stock are entitled to
one vote per share on each matter submitted to a vote at any
meeting of stockholders. Shares of common stock do not carry
cumulative voting rights and, therefore, holders of a majority of
the outstanding shares of common stock will be able to elect the
entire board of directors, and, if they do so, minority
stockholders would not be able to elect any members to the board
of directors. The Company's board of directors has authority,
without action by the Company's stockholders, to issue all or any
portion of the authorized but unissued shares of common stock,
which would reduce the percentage ownership in the Company of its
stockholders and which may dilute the book value of the common
stock. Stockholders of the Company have no pre-emptive rights to
acquire additional shares of common stock. The common stock is
not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company,
the shares of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders
of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds
legally available for the payment of dividends. The Company has
not paid dividends on its common stock and does not anticipate
that it will pay dividends in the foreseeable future.
The Company is authorized to issue 5,000,000 shares of preferred
stock, par value $0.01, none of which are issued and outstanding.
The Company currently has no plans to issue any preferred stock.
The Company's board of directors has authority, without action by
the shareholders, to issue all or any portion of the unissued
preferred stock in one or more series and to determine the voting
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rights, preferences as to dividends and liquidation, conversion
rights and other rights of such series. The preferred stock, if
and when issued, may carry rights superior to those of the common
stock.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's articles of incorporation provide the following:
A director of this corporation shall not be personally
liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director; except
for: (i) liability based on a breach of the duty of loyalty
to the corporation or the shareholders; (ii) liability for
acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii)
liability based on the payment of an improper dividend or an
improper repurchase of the corporation's stock under
Minnesota Statutes, Section 302A.559, or on violations of
federal or state securities laws; (iv) liability for any
transaction from which the director derived an improper
personal benefit; or (v) liability for any act or omission
prior to the date this Article VI becomes effective. If
Minnesota statutes, Chapter 302A, hereafter is amended to
authorize the further elimination or limitation of the
liability of the directors, then the liability of a director
of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Chapter 302A. Any
repeal of this provision as a matter of law or any
modification of this Article by the shareholders of the
corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of
a director of the corporation existing at the time of such
repeal or modification.
The Company's by-laws provide that the officers and directors
shall have rights to indemnification provided by Minnesota
statute. Section 302A.521 of the Minnesota Statutes provided as
follows:
Subdivision 1. Definitions. (a) For purposes of this
section, the terms defined in this subdivision have the
meanings given them.
(b) "Corporation" includes a domestic or foreign
corporation that was the predecessor of the corporation
referred to in this section in a merger or other transaction
in which the predecessor's existence ceased upon
consummation of the transaction.
(c) "Official capacity" means (1) with respect to a
director, the position of director in a corporation, (2)
with respect to a person other than a director, the
elective or appointive office or position held by an
officer, member of a committee of the board, or the
employment relationship undertaken by an employee of the
corporation, and (3) with respect to a director, officer, or
employee of the corporation who, while a director, officer,
or employee of the corporation, is or was serving at the
request of the corporation or whose duties in that position
involve or involved service as a director, officer, partner,
trustee, employee, or agent of another organization or
employee benefit plan, the position of that person as a
director, officer, partner, trustee, employee, or agent, as
the case may be, of the other organization or employee
benefit plan.
(d) "Proceeding" means a threatened, pending, or
completed civil, criminal, administrative, arbitration, or
investigative proceeding, including a proceeding by or in
the right of the corporation.
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(e) "Special legal counsel" means counsel who has not
represented the corporation or a related organization, or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.
Subdivision 2. Indemnification mandatory; standard.
(a) Subject to the provisions of subdivision 4, a
corporation shall indemnify a person made or threatened to
be made a party to a proceeding by reason of the former or
present official capacity of the person against judgments,
penalties, fines, including, without limitation, excise
taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the
person in connection with the proceeding, if, with respect
to the acts or omissions of the person complained of in the
proceeding, the person:
(1) Has not been indemnified by another organization
or employee benefit plan for the same judgments, penalties,
fines, including, without limitation, excise taxes assessed
against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection
with the proceeding with respect to the same acts or
omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section
302A.255, if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c),
clause (1) or (2), reasonably believed that the conduct was
in the best interests of the corporation, or in the case of
acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (3),
reasonably believed that the conduct was not opposed to the
best interests of the corporation. If the person's acts or
omissions complained of in the proceeding relate to conduct
as a director, officer, trustee, employee, or agent of an
employee benefit plan, the conduct is not considered to be
opposed to the best interests of the corporation if the
person reasonably believed that the conduct was in the best
interests of the participants or beneficiaries of the
employee benefit plan.
(b) The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent does not, of itself, establish
that the person did not meet the criteria set forth in this
subdivision.
Subdivision 3. Advances. Subject to the provisions of
subdivision 4, if a person is made or threatened to be made
a party to a proceeding, the person is entitled, upon
written request to the corporation, to payment or
reimbursement by the corporation of reasonable expenses,
including attorneys' fees and disbursements, incurred by the
person in advance of the final disposition of the
proceeding, (a) upon receipt by the corporation of a written
affirmation by the person of a good faith belief that the
criteria for indemnification set forth in subdivision 2 have
been satisfied and a written undertaking by the person to
repay all amounts so paid or reimbursed by the corporation,
if it is ultimately determined that the criteria for
indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
12
<PAGE>
determination would not preclude indemnification under this
section. The written undertaking required by clause (a) is
an unlimited general obligation of the person making it, but
need not be secured and shall be accepted without reference
to financial ability to make the repayment.
Subdivision. 4. Prohibition or limit on
indemnification or advances. The articles or bylaws either
may prohibit indemnification or advances of expenses
otherwise required by this section or may impose conditions
on indemnification or advances of expenses in addition to
the conditions contained in subdivisions 2 and 3 including,
without limitation, monetary limits on indemnification or
advances of expenses, if the prohibition or conditions apply
equally to all persons or to all persons within a given
class. A prohibition or limit on indemnification or
advances may not apply to or affect the right of a person to
indemnification or advances of expenses with respect to any
acts or omissions of the person occurring prior to the
effective date of a provision in the articles or the date of
adoption of a provision in the bylaws establishing the
prohibition or limit on indemnification or advances.
Subdivision 5. Reimbursement to witnesses. This
section does not require, or limit the ability of, a
corporation to reimburse expenses, including attorneys' fees
and disbursements, incurred by a person in connection with
an appearance as a witness in a proceeding at a time when
the person has not been made or threatened to be made a
party to a proceeding.
Subdivision 6. Determination of eligibility. (a) All
determinations whether indemnification of a person is
required because the criteria set forth in subdivision 2
have been satisfied and whether a person is entitled to
payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in subdivision 3
shall be made:
(1) By the board by a majority of a quorum, if the
directors who are at the time parties to the proceeding are
not counted for determining either a majority or the
presence of a quorum;
(2) If a quorum under clause (1) cannot be obtained,
by a majority of a committee of the board, consisting solely
of two or more directors not at the time parties to the
proceeding, duly designated to act in the matter by a
majority of the full board including directors who are
parties;
(3) If a determination is not made under clause (1) or
(2), by special legal counsel, selected either by a majority
of the board or a committee by vote pursuant to clause (1)
or (2) or, if the requisite quorum of the full board cannot
be obtained and the committee cannot be established, by a
majority of the full board including directors who are
parties;
(4) If a determination is not made under clauses (1)
to (3), by the shareholders, but the shares held by parties
to the proceeding must not be counted in determining the
presence of a quorum and are not considered to be present
and entitled to vote on the determination; or
(5) If an adverse determination is made under clauses
(1) to (4) or under paragraph (b), or if no determination is
made under clauses (1) to (4) or under paragraph (b) within
60 days after (i) the later to occur of the termination of a
proceeding or a written request for indemnification to the
corporation or (ii) a written request for an advance of
expenses, as the case may be, by a court in this state,
which may be the same court in which the proceeding
13
<PAGE>
involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or payment or
reimbursement of expenses pursuant to this clause has the
burden of establishing that the person is entitled to
indemnification or payment or reimbursement of expenses.
(b) With respect to a person who is not, and was not
at the time of the acts or omissions complained of in the
proceedings, a director, officer, or person possessing,
directly or indirectly, the power to direct or cause the
direction of the management or policies of the corporation,
the determination whether indemnification of this person is
required because the criteria set forth in subdivision 2
have been satisfied and whether this person is entitled to
payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in subdivision 3 may
be made by an annually appointed committee of the board,
having at least one member who is a director. The committee
shall report at least annually to the board concerning its
actions.
Subdivision 7. Insurance. A corporation may purchase
and maintain insurance on behalf of a person in that
person's official capacity against any liability asserted
against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been
required to indemnify the person against the liability under
the provisions of this section.
Subdivision 8. Disclosure. A corporation that
indemnifies or advances expenses to a person in accordance
with this section in connection with a proceeding by or on
behalf of the corporation shall report to the shareholders
in writing the amount of the indemnification or advance and
to whom and on whose behalf it was paid not later than the
next meeting of shareholders.
ITEM 13. FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants
since the Company's organization.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of the Company appear at the
end of this registration statement beginning at page F-1.
Six Months Ended March 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets
Statement of Stockholders' Equity
Statements of Income (Loss)
Statements of Cash Flows
Notes to Financial Statements
14
<PAGE>
Years Ended September 30, 1999 and 1998
Independent Auditors' Report
Balance Sheets
Statement of Stockholders' Equity
Statements of Income (Loss)
Statements of Cash Flows
Notes to Financial Statements
Exhibits
Copies of the following documents are included as exhibits to
this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Title of Document Page
No. Ref.
No.
1 (3)(i) Articles of Incorporation, as E-1
amended
2 (3)(ii) By-Laws E-3
3 (27) Financial Data Schedules *
* The Financial Data Schedule is presented only in the
electronic filing with the Securities and Exchange Commission.
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.
FUTURE TECHNOLOGIES , INC.
Date: June 11, 1999 By: /s/ Craig Laughlin, President
In accordance with the Exchange Act, this registration statement
has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: June 11, 1999 /s/ Craig Laughlin, Director
15
<PAGE>
FUTURE TECHNOLOGIES, INC.
Financial Statements
________________________
C O N T E N T S
Six Months Ended March 31, 1999 and 1998
Independent Auditors' Report F-2
Balance Sheets F-3
Statement of Stockholders' Equity F-4
Statements of Income (Loss) F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
Years Ended September 30, 1998 and 1997
Independent Auditor's Report F-10
Balance Sheets F-11
Statement of Stockholders' Equity F-12
Statements of Income (Loss) F-13
Statements of Cash Flows F-14
Notes to Financial Statements F-15
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
FUTURE TECHNOLOGIES, INC.
We have audited the accompanying balance sheets of Future
Technologies, Inc. (a C corporation) as of March 31, 1999 and
1998, and the related statements of changes in stockholders
equity, statements of income and statement of cash flows for the
six months then ending. 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 statements presentation. We believe that
our 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 Future Technologies, Inc., as of March 31, 1999 and 1998, and
the results of its operations and its cash flows for the six
months then ending in conformity with generally accepted
accounting principles.
THOMAS LEWIS & ASSOCIATES, P.A.
June 3, 1999
F-2
<PAGE>
FUTURE TECHNOLOGIES, INC.
BALANCE SHEETS
March 31, 1999 and 1998
ASSETS
1999 1998
CURRENT ASSETS
Cash in bank $ 4,078 $ 0
Subscription receivable (Note D) 5,000 0
Total Current Assets 9,078 0
Total Assets $ 9,078 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ 0 $ 0
COMMITMENTS AND CONTINGENCIES (Note E) 0 0
STOCKHOLDERS' EQUITY
Preferred stock, unstated par value, 0 0
5,000,000 shares authorized, none issued in
1999. None authorized or issued in 1998
Common stock, $.01 par value in 1999 and $0.10 13,525 35,251
par value in 1998.
45,000,000 shares authorized in 1999 and
352,512 in 1998.
1,352,512 shares issued and outstanding in
1999 and 352,512 shares issued and
outstanding in 1998
Additional paid in capital 49,361 17,635
Retained earnings (deficit) (53,808) (52,886)
Total Stockholders' Equity 9,078 0
Total Liabilities and Stockholders' Equity $ 9,078 $ 0
See independent auditor's report and notes to financial statements
F-3
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Six Months Ended March 31, 1999 and 1998
Common Stock Additional Pd Accumulated
Shares Amount In Capital Deficit
Balance, September 30, 1997 352,512 $ 35,521 $ 17,635 $ (52,886)
Net income (loss) for the
period October 1, 1997 to
March 31, 1998 0 0 0 0
Balance, March 31, 1998 352,512 $ 35,251 $ 17,635 $ (52,886)
Net income (loss) for the
period April 1, 1998 to
September 30, 1998 0 0 0 0
Balance, September 30, 1998 352,512 $ 35,251 $ 17,635 $ (52,886)
Net income (loss) for the
period October 1, 1998 to
March 31, 1999 0 0 0 (922)
Restated articles of
incorporation dated February
8, 1999 set par value at $.01
per share (Note C) 0 (31,726) 31,726 0
Additional shares issued
(Note D) 1,000,000 10,000 0 0
Balance, March 31, 1999 1,352,512 $ 13,525 $ 49,361 $ (53,808)
See independent auditor's report and notes to financial statements
F-4
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENTS OF INCOME (LOSS)
For the Six Months Ended March 31, 1999 and 1998
1999 1998
REVENUES $ 0 $ 0
EXPENSES
General and administrative expenses 922 0
Total Expenses 922 0
NET INCOME (LOSS) $(922) $ 0
See independent auditor's report and notes to financial statements
F-5
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
For the Six Months Ended March 31, 1999 and 1998
1999 1998
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from operations $ (922) $ 0
Total Provided (Used in) Operating Activities (922) 0
CASH FLOW FROM INVESTING ACTIVITIES: 0 0
None
Total Provided (Used in) Investing Activities 0 0
CASH FLOW FROM FINANCING ACTIVITIES: 5,000 0
Cash from stock subscription
Total Provided (Used in) Financing Activities 5,000 0
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,078 0
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 0 0
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,078 $ 0
SCHEDULE OF NONCASH TRANSACTIONS: $ 5,000 $ 0
Stock subscription for common stock
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of the statement of cash flows, the company
considers all highly liquid debt instruments purchased
with original maturities of three months or less to be
cash equivalents.
See independent auditor's report and notes to financial statements
F-6
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company is a publicly held corporation presently in a dormant
status (see Note B below). It is anticipated by management that
the Company can be used as a shell for the future acquisition of
a technology oriented company.
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses.
NOTE B - THE CORPORATIONS HISTORY
Future Technologies, Inc., (the Company) was incorporated as
"Land Corporation of America, Inc." on June 20, 1972. In an
Offering Circular dated November 7, 1973, 160,000 shares of the
Company's stock were offered to the public at $2.50 per share.
Previous to the offering, 184,950 shares had been issued for
cash, property and services rendered. The Company started out in
the business of purchasing land, developing it, and selling the
developed parcels to mobile and/or prefabricated home owners.
On November 30, 1977, the Company changed its name to "Future
Homes, Inc.," and operated successfully for several years. As of
the Company's fiscal year ended September 30, 1983, there were
528,360 shares outstanding at a par value of $.10 per share. In
the late 1980's the company's source of financing dissolved and
the Company was forced to liquidate its assets and discontinue
business. As of December 31, 1989, operations were suspended and
a final income tax return was filed on January 23, 1990. The
company's balance sheet on December 31, 1989, the date of the
suspension in operations, had the following, unaudited
information:
Assets $ -0-
Liabilities $ -0-
Equity:
Common stock $ 52,836
Paid in Capital 491,959
Retained earnings (deficit) (544,795)
Total equity $ -0-
F-7
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE B - THE CORPORATIONS HISTORY (continued)
In 1994, a former stockholder was elected Director and an
unsuccessful attempt was made to acquire a small airline by the
name of "Capital Air, Inc." In 1995, the same Director and
stockholder, in an Asset Purchase Agreement dated October 18,
1995, attempted to acquire a company by the name of Tandem
Systems, Inc. The success of the Agreement was contingent upon
the Company being able to obtain $200,000 in new equity capital
from existing and new investors. The Company was unsuccessful and
Tandem Systems, Inc., rescinded the Agreement on March 16, 1996.
During the negotiating process with Tandem Systems, Inc., the
stockholders of the company met on November 14, 1995 and agreed
to a reverse stock split. As a result of this split, the 528,860
shares outstanding were reduced to 264,430. In addition, 85,570
shares were issued to the Director noted above for promotional
efforts, and at that time, there was a 2,512 share bookkeeping
correction agreed to by the Board. During the course of an
accounting during that period, the Company decided to absorb the
Paid in Capital account into the Retained Earnings deficit.
NOTE C - CHANGE IN COMPANY NAME AND CAPITAL
On February 8, 1999, the Company conducted a Special Meeting of
Shareholders whereby a new Director was named. In addition, the
Company stockholders agreed to amend and restate the Articles of
Incorporation and Bylaws to effect a change in the name to
"Future Technologies, Inc." and change the authorized number of
shares to fortyfive million common and add five million shares of
preferred stock. Also, the par value of the common stock was
changed to $0.01 per share.
NOTE D - SUBSCRIPTION RECEIVABLE
On March 5, 1999, in a Written Action, the company's sole
Director and officer, subscribed for one million shares of common
stock. One-half the stock was paid for upon the signing of the
Subscription Agreement, and the other one-half was paid
subsequent to March 31, 1999.
F-8
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE E - COMMITMENTS AND CONTINGENCIES
The Company has made no provision for losses relating to the
potential year 2000 problem. Although the Company has none of
this type of equipment at this time, computers and other data
processing equipment which may be used in operations and that of
vendors, vendee's and related parties may not be date sensitive
and thus not be able to decipher the year 2000 from other years
ending in "00." This may create unforseen problems, costs and
losses. Management is of the opinion that these costs and losses
are not determinable, may not exist and thus are not identifiable
and recordable.
As mentioned in Note A, the Company plans to use the corporation
as a shell for future acquisitions. There are no potential
acquisitions or operations at the present time and there is no
guarantee that any of the goals and objectives of management will
be accomplished or that the Company, its officer, directors and
shareholders will succeed at these endeavors.
F-9
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
FUTURE TECHNOLOGIES, INC.
We have audited the accompanying balance sheet of Future
Technologies, Inc. (a C corporation) as of September 30, 1998 and
1997 and the related statements of changes in stockholders
equity, statements of income and statement of cash flows for the
years then ending. 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 statements presentation. We believe that
our 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 Future Technologies, Inc., as of September 30, 1998 and 1997
and the results of its operations and its cash flows for the
years ended in conformity with generally accepted accounting
principles.
THOMAS LEWIS & ASSOCIATES, P.A.
June 2, 1999
F-10
<PAGE>
FUTURE TECHNOLOGIES, INC.
BALANCE SHEETS
September 30, 1998 and 1997
ASSETS
1998 1997
CURRENT ASSETS
Total Current Assets $ 0 $ 0
Total Assets $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ 0 $ 0
COMMITMENTS AND CONTINGENCIES (Note D) 0 0
STOCKHOLDERS' EQUITY
Common stock, $.10 par value, 352,512 shares 35,251 35,251
issued and outstanding
Additional paid in capital 17,635 17,635
Retained earnings (deficit) (52,886) (52,886)
Total Stockholders' Equity 0 0
Total Liabilities and Stockholders' Equity $ 0 $ 0
See independent auditor's report and notes to financial statements
F-11
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended September 30, 1998 and 1997
Common Stock Additional Pd Accumulated
Shares Amount In Capital Deficit
Balance, September 30, 1996 352,512 $ 35,251 $ 17,635 $ (52,886)
Net income (loss) for the
year 0 0 0 0
Balance, September 30, 1997 352,512 $ 35,251 $ 17,635 $ (52,886)
Net income (loss) for the
year 0 0 0 0
Balance, September 30, 1998 352,512 $ 35,251 $ 17,635 $ (52,886)
See independent auditor's report and notes to financial statements
F-12
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENTS OF INCOME (LOSS)
For the Years Ended September 30, 1998 and 1997
1998 1997
REVENUES $ 0 $ 0
EXPENSES
Total Expenses 0 0
NET INCOME (LOSS) $ 0 $ 0
See independent auditor's report and notes to financial statements
F-13
<PAGE>
FUTURE TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
For the Years Ended September 30, 1998 and 1997
1998 1997
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from operations $ 0 $ 0
Total Provided (Used in) Operating Activities 0 0
CASH FLOW FROM INVESTING ACTIVITIES:
None 0 0
Total Provided (Used in) Investing Activities 0 0
CASH FLOW FROM FINANCING ACTIVITIES:
None 0 0
Total Provided (Used in) Financing Activities 0 0
NET INCREASE IN CASH AND CASH EQUIVALENTS 0 0
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 0 0
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 0 $ 0
SCHEDULE OF NONCASH TRANSACTIONS:
None $ 0 $ 0
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of the statement of cash flows, the company
considers all highly liquid debt instruments purchased
with original maturities of three months or less to be
cash equivalents.
See independent auditor's report and notes to financial statements
F-14
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company is a publicly held corporation presently in a dormant
status (see Note B below). It is anticipated by management that
the Company can be used as a shell for the future acquisition of
a technology oriented company.
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses.
NOTE B - THE CORPORATIONS HISTORY
Future Technologies, Inc., (the Company) was incorporated as
"Land Corporation of America, Inc." on June 20, 1972. In an
Offering Circular dated November 7, 1973, 160,000 shares of the
Company's stock were offered to the public at $2.50 per share.
Previous to the offering, 184,950 shares had been issued for
cash, property and services rendered. The Company started out in
the business of purchasing land, developing it, and selling the
developed parcels to mobile and/or prefabricated home owners.
On November 30, 1977, the Company changed its name to "Future
Homes, Inc.," and operated successfully for several years. As of
the Company's fiscal year ended September 30, 1983, there were
528,360 shares outstanding at a par value of $.10 per share. In
the late 1980's the company's source of financing dissolved and
the Company was forced to liquidate its assets and discontinue
business. As of December 31, 1989, operations were suspended and
a final income tax return was filed on January 23, 1990. The
company's balance sheet on December 31, 1989, the date of the
suspension in operations, had the following, unaudited
information:
Assets $ -0-
Liabilities $ -0-
Equity:
Common stock $ 52,836
Paid in Capital 491,959
Retained earnings (deficit) (544,795)
Total equity $ -0-
F-15
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 and 1997
NOTE B - THE CORPORATIONS HISTORY (continued)
In 1994, a former stockholder was elected Director and an
unsuccessful attempt was made to acquire a small airline by the
name of "Capital Air, Inc." In 1995, the same Director and
stockholder, in an Asset Purchase Agreement dated October 18,
1995, attempted to acquire a company by the name of Tandem
Systems, Inc. The success of the Agreement was contingent upon
the Company being able to obtain $200,000 in new equity capital
from existing and new investors. The Company was unsuccessful and
Tandem Systems, Inc., rescinded the Agreement on March 16, 1996.
During the negotiating process with Tandem Systems, Inc., the
stockholders of the Company met on November 14, 1995 and agreed
to a reverse stock split. As a result of this split, the 528,860
shares outstanding were reduced to 264,430. In addition, 85,570
shares were issued to the Director noted above for promotional
efforts, and at that time, there was a 2,512 share bookkeeping
correction agreed to by the Board. During the course of an
accounting during that period, the Company decided to absorb the
Paid in Capital account into the Retained Earnings deficit.
NOTE C - SUBSEQUENT EVENTS
On February 8, 1999, the Company conducted a Special Meeting of
Shareholders whereby a new Director was named. In addition, the
Company stockholders agreed to amend and restate the Articles of
Incorporation and Bylaws to effect a change in the name to
"Future Technologies, Inc." and to change the authorized number
of shares to fortyfive million common add five million shares of
preferred stock. Also, the par value of the common stock was
changed to $0.01 per share.
NOTE D - COMMITMENTS AND CONTINGENCIES
The Company has made no provision for losses relating to the
potential year 2000 problem. Although the Company has none of
this type of equipment at this time, computers and other data
processing equipment which may be used in operations and that of
vendors, vendee's and related parties may not be date sensitive
and thus not be able to decipher the year 2000 from other years
ending in "00." This may create unforseen problems, costs and
losses. Management is of the opinion that these costs and losses
are not determinable, may not exist in their case, and are thus
not identifiable and recordable.
F-16
<PAGE>
FUTURE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 and 1997
NOTE D - COMMITMENTS AND CONTINGENCIES (continued)
As mentioned in Note A, the Company plans to use the corporation
as a shell for future acquisitions. There are no potential
acquisitions or operations at the present time and there is thus,
no guarantee that any of the goals of management will be
accomplished or that the Company, its officer, directors and
shareholders will succeed at these endeavors.
F-17
Exhibit 1
Future Technologies, Inc.
Form 10-SB
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
FUTURE HOMES, INC.
ARTICLE I
NAME
The name of this corporation shall be Future Technologies,
Inc.
ARTICLE II
REGISTERED OFFICE
The registered office of this corporation shall be 11900
Wayzata Blvd., Suite 100, Hopkins, Minnesota 55305; or such other
address as may be designated from time to time by the Board of
Directors.
ARTICLE III
CAPITAL
A. Authorized Capital. The aggregate number of shares of
stock which this corporation shall have the authority to issue is
fifty million (50,000,000) shares, $.01 par value, divided into
forty-five million (45,000,000) shares of common stock and five
million (5,000,000) shares of preferred stock.
B. Terms of Preferred Stock. In addition to, and not by
way of limitation of, the powers granted to the Board of
Directors by Minnesota Statutes, Chapter 302A, the Board of
Directors of this corporation shall have the power and authority
to fix by resolution, any designation, class, series, voting
power; preference, right, qualification, limitation, restriction,
dividend, time and price of redemption and conversion right with
respect to the preferred stock of the corporation.
ARTICLE IV
SHAREHOLDER VOTING
No shareholder of this corporation shall be entitled to any
cumulative voting rights.
The shareholders of this corporation shall take action by
the affirmative vote of the holders of the majority of the shares
present and entitled to vote, except where a larger proportion is
required by law, these Articles of Incorporation, or a
shareholder control agreement.
ARTICLE V
PREEMPTIVE RIGHTS
No shareholder of this corporation shall have any
preferential, preemptive, or other rights of subscription to any
shares of any class or series of stock of this corporation
allotted or sold, or to be allotted or sold, whether now or
hereafter authorized, or to any obligations or securities
convertible into any class or series of stock of this
corporation.
ARTICLE VI
DIRECTOR LIABILITY
A director of this corporation shall not be personally
liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director; except for:
(i) liability based on a breach of the duty of loyalty to the
corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) liability based
on the payment of an improper dividend or an improper repurchase
of the corporation's stock under Minnesota Statutes, Section
302A.559, or on violations of federal or state securities laws;
(iv) liability for any transaction from which the director
derived an improper personal benefit; or (v) liability for any
act or omission occurring prior to the date this Article VI
becomes effective. If Minnesota statutes, Chapter 302A, hereafter
is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent
permitted by the amended Chapter 302A. Any repeal of this
provision as a matter of law or any modification of this Article
by the shareholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time
of such repeal or modification.
ARTICLE VII
BOARD OF DIRECTORS VOTE
The affirmative vote of a majority of the Board of Directors
of the corporation present at a meeting is required for an action
of the Board.
ARTICLE VIII
BOARD ACTION WITHOUT A MEETING
Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting by
written action signed by the number of Directors that would be
required to take the same action at a meeting of the Board at
which all Directors were present, except that any action
requiring shareholder approval must be signed by all of the
members of the Board of Directors then in office.
ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS
AND THE SHAREHOLDERS OF THE COMPANY.
The foregoing Amended and Restated Articles of Incorporation
have been approved pursuant to chapter 302A, Minnesota Statutes.
I certify that I am authorized to execute this document and I
further certify that I understand that, by signing this document,
I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this document under oath.
/s/ Craig Laughlin, President
Exhibit 2
Future Technologies, Inc.
Form 10-SB
BYLAWS
OF
FUTURE TECHNOLOGIES, INC.
Adopted February 5, 1999
BYLAWS
OF
FUTURE TECHNOLOGIES, INC.
TABLE OF CONTENTS
Page
ARTICLE I. OFFICES 1
1.1 REGISTERED OFFICE 1
1.2 OFFICES 1
ARTICLE II. CORPORATE SEAL 1
2.1 CORPORATE SEAL 1
ARTICLE III. SHAREHOLDERS 1
3.1(A) REGULAR MEETINGS 1
3.1(B) ELECTRONIC COMMUNICATIONS 1
3.2 SPECIAL MEETINGS 2
3.3 QUORUM 2
3.4 VOTING 2
3.5 NOTICE OF MEETING 2
3.6 PROXIES 2
3.7 CLOSING TRANSFER BOOKS 3
3.8 RECORD DATE 3
3.9 PRESIDING OFFICER 3
3.10 ORDER OF BUSINESS 3
3.11 WRITTEN ACTION BY SHAREHOLDERS 3
ARTICLE IV DIRECTORS 3
4.1 GENERAL POWERS 3
4.2 EXECUTIVE COMMITTEE 3
4.3 SHAREHOLDER MANAGEMENT 4
4.4 NUMBER 4
4.5 QUALIFICATIONS AND TERM OF OFFICE 4
4.6 QUORUM 4
4.7 ACTION OF DIRECTORS 4
4.8 MEETINGS 4
4.9 MEETING BY ELECTRONIC COMMUNICATIONS 4
4.10 COMPENSATION 5
4.11 COMMITTEES 5
4.12 ACTION BY ABSENT DIRECTOR 5
4.13 REMOVAL OF DIRECTORS BY SHAREHOLDERS 5
4.14 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS 5
4.15 VACANCIES 5
4.16 ORDER OF BUSINESS 5
4.17 WRITTEN ACTION BY DIRECTORS 6
4.18 DISSENT FROM ACTION 6
4.19 INTERESTED DIRECTORS 6
ARTICLE V OFFICERS 6
5.1 ELECTION OF OFFICERS 6
5.2 TERM OF OFFICE 6
5.3 PRESIDENT 7
5.4 TREASURER 7
5.5 VICE PRESIDENT 7
5.6 SECRETARY 7
5.7 CHAIRMAN OF THE BOARD 8
5.8 ASSISTANT OFFICERS 8
ARTICLE VI. REPAYMENT OF DISALLOWED AMOUNTS 8
ARTICLE VII. INDEMNIFICATION 8
ARTICLE VIII. SHARES AND THEIR TRANSFER 8
8.1 CERTIFICATES OF SHARES 8
8.2 UNCERTIFICATED SHARES 9
8.3 ISSUANCE OF SHARES 9
8.4 TRANSFER OF SHARES 9
8.5 LOST CERTIFICATES 9
8.6 TRANSFER AGENT AND REGISTRAR 9
8.7 FACSIMILE SIGNATURE 9
ARTICLE IX. FINANCIAL AND PROPERTY MANAGEMENT 10
9.1 FISCAL YEAR 10
9.2 CHECKS 10
9.3 DEPOSITS 10
9.4 VOTING SECURITIES HELD BY CORPORATION 10
ARTICLE X. AMENDMENTS 10
BYLAWS
OF
FUTURE TECHNOLOGIES, INC..
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE. The registered office of the
Corporation shall be located within the State of Minnesota, as
set forth in the Articles of Incorporation. The Board of
Directors shall have authority to change the registered office of
the Corporation, and a statement evidencing any such change shall
be filed with the Secretary of State of Minnesota as required by
law.
1.2 OFFICES. The Corporation may have other offices,
including its principal business office, either within or without
the State of Minnesota.
ARTICLE II.
CORPORATE SEAL
2.1 CORPORATE SEAL. There shall be no corporate seal for
the Corporation.
ARTICLE III.
SHAREHOLDERS
3.1(A) REGULAR MEETINGS. Regular meetings of the
shareholders shall be held at the Corporation's principal office
or such other place within or without the State of Minnesota as
is designated by the Board of Directors. Regular meetings may be
held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be
held on call by the Board of Directors from time to time as and
when the Board determines. At each regular meeting, the
shareholders shall elect qualified successors for directors who
serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the
meeting, and may transact such other business which properly
comes before them. The foregoing notwithstanding, in the event of
a regular meeting of the shareholders has not been held for a
period of eighteen (18) months, a shareholder or group of
shareholders holding 10 percent (10%) or more of the issued and
outstanding voting shares may demand that a regular meeting of
the shareholders be held by giving written notice to the
President, Secretary or Treasurer of the Corporation. Within
thirty (30) days after receipt of the notice, the Board shall
cause a regular meeting of the shareholders to be called and held
within ninety (90) days of receipt of the notice. Any regular
meeting held pursuant to such a request by a shareholder or
shareholders shall be held within the county where the principal
executive office of the Corporation is located.
3.1(B) ELECTRONIC COMMUNICATIONS. As provided at Minn.
Stat. 302A.436, shareholders of the Company may participate in
any regular or special meeting of shareholders by any means of
communication through which the shareholders may simultaneously
hear each other during such meeting, and such presence by a
shareholder communicating through electronic communications,
shall constitute a valid meeting of the shareholders of the
Company if the number of shareholders participating in the
meeting would be sufficient to constitute a quorum at such
meeting, and if the same notice is given of the meeting as would
be required for a shareholders' meeting under these Bylaws. In
any such meeting, a shareholder may participate by any means of
communication through which the shareholder, other shareholders
so participating, and all shareholders physically present at the
meeting, may simultaneously hear each other.
3.2 SPECIAL MEETINGS. Special meetings of the shareholders
shall be called by the President, Secretary or Treasurer, or such
other officer as may be designated by the Board of Directors,
upon request of two members of the Board of Directors, or upon a
written request of shareholders holding ten percent (10%) or more
of the shares entitled to vote. The request must specify the
purpose of the meeting. Within thirty (30) days after receipt of
the request, the Board of Directors must call a special meeting
of the shareholders to be held within ninety (90) days of receipt
of the request. Any special meeting held pursuant to such a
request by a shareholder or shareholders shall be held within the
county where the principal executive office of the Corporation is
located.
3.3 QUORUM. Business may be transacted at any duly held
meeting of shareholders at which a quorum is present. The holders
of a majority of the voting power of the shares entitled to vote
at a meeting are a quorum. The shareholders present at the
meeting may continue to transact business until adjournment, even
though a number of shareholders withdraw leaving less than a
quorum. If a quorum is not present at any meeting, those present
have the power to adjourn the meeting from time to time until the
requisite number of voting shares are present. The date, time,
and place of the reconvened meeting shall be announced at the
time of adjournment and notice of the reconvened meeting shall be
given to all shareholders who were not present at the time of
adjournment. Any business which might have been transacted at the
meeting which was adjourned may be transacted at the reconvened
meeting.
3.4 VOTING. At each shareholders' meeting, every
shareholder having the right to vote is entitled to vote in
person or by proxy. Shareholders have one (1) vote for each share
having voting power standing in their name on the books of the
Corporation, unless otherwise provided in the Articles of
Incorporation of the Corporation, or these Bylaws, or in the
terms of the shares. Upon demand of any shareholder; the vote for
directors or the vote upon any question before the meeting shall
be by ballot. All elections and questions shall be decided by a
majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum, except as
otherwise required by statute, the Articles of Incorporation,
these Bylaws, or by agreement among the shareholders.
3.5 NOTICE OF MEETING. Notice of regular or special
meetings of the shareholders shall be given by an officer or
agent of the Corporation to each shareholder shown on the books
of the Corporation to be the holder of record of shares entitled
to vote at the meeting. If the notice is to be mailed, then the
notice must be mailed to each shareholder at the shareholder's
address as shown on the books of the Corporation at least five
(5) calendar days prior to the meeting. If the notice is not
mailed, then the notice must be given at least forty-eight (48)
hours prior to the meeting. The notice must contain the date,
time, and place of the meeting, and in the case of a special
meeting, must also contain a statement of the purpose of the
meeting. In no event shall notice be given more than sixty (60)
days prior to the meeting. In the event the Corporation has a
good faith reason to believe that any existing shareholder
resides outside of the continental United States, then, and only
then, the Corporation shall provide notice of any such regular or
special meetings of the shareholders of the Corporation through
use of facsimile, or international express mail service, in
accordance with the notice provisions described above. In no
instance shall the Corporation be obligated to provide notice to
any shareholder who, after reasonable inquiry, has no current or
available address for such shareholder; or; if the Corporation
has reason to believe that the current address, as shown on the
books and records of the Corporation, is invalid, incorrect, or
not current.
3.6 PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxies must be filed
with an officer of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the
proxy.
3.7 CLOSING TRANSFER BOOKS. The Board of Directors may
close the stock transfer books for a period of time which does
not exceed sixty (60) days preceding any of the following: the
date of any meeting of shareholders; the payment of dividends;
the allotment of rights; or the change, conversion, or exchange
of shares.
3.8 RECORD DATE. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date, not
exceeding sixty (60) days preceding the date of any of the events
described in Section 3.7, as a record date for the determination
of shareholders entitled to notice of and to vote at any meeting
and any meeting subsequent to adjournment; to receive any
dividend or allotment of rights; or to exercise the rights in
respect to any change, conversion, or exchange of shares. In such
case, only those shareholders of record on the record date so
fixed shall be entitled to receive notice of and to vote at the
meeting and any meeting subsequent to adjournment thereof, to
receive a dividend or allotment of rights, to exercise such
rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date so
fixed. If the share transfer books are not closed and no record
date is fixed for determination of the shareholders of record,
then the date on which notice of the meeting is mailed or the
date of adoption of a resolution of the Board of Directors
declaring a dividend, allotment of rights, change, conversion or
exchange of shares, as the case may be, shall be the record date
of such determination.
3.9 PRESIDING OFFICER. The President of the Corporation
shall preside over all meetings of the shareholders. In the
absence of the President, the shareholders may choose any person
present to act as a presiding officer.
3.10 ORDER OF BUSINESS. The suggested order of business at
the regular meeting, and so far as possible at all other meetings
of the shareholders, shall be:
1. Roll call.
2. Proof of due notice of meeting, unanimous attendance,
or waiver of notice.
3. Reading and disposal of any unapproved minutes.
4. Annual reports of all officers and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.
3.11 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be
taken at a meeting of the shareholders may be taken without a
meeting and notice if a consent in writing, setting forth the
action so taken, is signed by all shareholders entitled to notice
of a meeting for such purpose.
ARTICLE IV.
DIRECTORS
4.1 GENERAL POWERS. The property, affairs, and business of
the Corporation shall be managed by the Board of Directors.
4.2 EXECUTIVE COMMITTEE. The Board of Directors may, by
unanimous affirmative action of the entire Board designate two or
more of their number to constitute an executive committee, which,
to the extent determined by unanimous affirmative action of the
entire Board, shall have and exercise the authority of the Board
in the management of the business of the Corporation. Any such
executive committee shall act only in the interval between
meetings of the Board and shall be subject at all times to the
control and direction of the Board.
4.3 SHAREHOLDER MANAGEMENT. The holders of shares entitled
to vote for directors may, by unanimous affirmative vote, take
any action which the Board of Directors is otherwise empowered to
take, in accordance with the provisions of Section 302A.201 of
the Minnesota Statutes and laws amendatory thereof or
supplementary thereto.
4.4 NUMBER. The number of directors elected by the
shareholders at their regular meetings or at special meetings
called for that purpose; provided, however; that the number may
be increased by resolution of the Board of Directors. Any newly
created directorships resulting from an action by the Board of
Directors shall be filled by a majority vote of the directors
serving at the time of increase.
4.5 QUALIFICATIONS AND TERM OF OFFICE. Directors need not
be shareholders or residents of the State of Minnesota. The Board
of Directors shall be elected by the shareholders at their
regular meeting and at any special shareholders' meeting called
for that purpose. A director elected for an indefinite term shall
serve until the next regular meeting of the shareholders and
until the director's successor is elected and qualifies, or until
the earlier death, resignation, removal, or disqualification of
the director. A director elected for a fixed term of office,
which shall not exceed five (5) years, shall hold office until
the director's successor is elected and qualifies, or until the
earlier death, resignation, removal, or disqualification of the
director.
4.6 QUORUM. A majority of the Board of Directors
constitutes a quorum for the transaction of business; provided,
however; that if any vacancies exist by reason of death,
resignation, or otherwise, a majority of the remaining directors
constitutes a quorum. If less than a quorum is present at any
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
4.7 ACTION OF DIRECTORS. The acts of a majority of the
directors present at a meeting at which a quorum is present are
the acts of the Board of Directors.
4.8 MEETINGS. Meetings of the Board of Directors may be
held from time to time at any place, within or without the State
of Minnesota that the Board of Directors may select. If the Board
of Directors fails to select a place for a meeting, the meeting
shall be held at the principal executive office of the
Corporation. The Chief Executive Officer or any director may call
a meeting of the Board of Directors by giving notice to all
directors of the date, time, and place of the meeting, If the
notice is to be mailed, then the notice must be mailed to each
director at least five (5) calendar days prior to the meeting. If
the notice is not mailed, then the notice must be given at least
forty-eight (48) hours prior to the meeting. If the date, time,
and place of the meeting of the Board of Directors have been
announced at a previous meeting of the Board of Directors, no
additional notice of such meeting is required, except that notice
shall be given to all directors who were not present at the
previous meeting. Notice of the meeting of the Board of Directors
need not state the purposes of the meeting. A director may orally
or in writing waive notice of the meeting. Attendance by a
director at a meeting of the Board of Directors is also a waiver
of notice of such meeting, except where the director objects at
the beginning of the meeting to the transaction of business
because the meeting allegedly is not lawfully called or convened
and does not participate thereafter in the meeting.
4.9 MEETING BY ELECTRONIC COMMUNICATIONS. A conference
among directors by any means of communication through which the
directors may simultaneously hear each other during the
conference constitutes a meeting of the Board of Directors if the
number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting, and if the same
notice is given of the conference as would be required for a
Board of Directors meeting under these Bylaws. In any Board of
Directors meeting, a director may participate by any means of
communication through which the director; other directors so
participating, and all directors physically present at the
meeting may simultaneously hear each other during the meeting.
4.10 COMPENSATION. Directors may receive such compensation
as may be determined from time to time by resolution of the Board
of Directors.
4.11 COMMITTEES. By the affirmative vote of a majority of
the directors, the Board of Directors may establish a committee
or committees having the authority of the Board of Directors in
the management of the business of the Corporation to the extent
provided in the resolution adopted by the Board of Directors. A
committee shall consist of one or more persons, who need not be
directors, appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee
present at any meeting of the committee is a quorum for the
transaction of business, unless a larger or smaller proportion or
number is provided in the resolution approved by the Board of
Directors. Minutes of any committees created by the Board of
Directors shall be available upon request to members of the
committee and to any director.
4.12 ACTION BY ABSENT DIRECTOR. A director may give advance
written consent or opposition to a proposal to be acted upon at a
Board of Directors' meeting by giving a written statement to the
President, Treasurer; or any director setting forth a statement
of the proposal to be voted on and containing a statement of the
director's voting preference with regard to the proposal. An
advance written statement does not constitute presence of the
director for purposes of determining a quorum, but the advance
written statement shall be counted in the vote on the subject
proposal provided that the proposal acted on at the meeting is
substantially the same or has substantially the same effect as
the proposal set forth in the advance written statement. The
advance written statement by a director on a proposal shall be
included in the records of the Board of Director's action on the
proposal.
4.13 REMOVAL OF DIRECTORS BY SHAREHOLDERS. At any duly
called meeting of the shareholders, the affirmative vote of a
number of shares sufficient to elect a director may remove any or
all of the directors, with or without cause, and may elect
replacements.
4.14 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any
director who has been elected by the Board of Directors to fill a
vacancy on the Board of Directors, or to fill a directorship
created by action of the Board of Directors, and who has not
subsequently been reelected by the shareholders, may be removed
by a majority vote of all directors constituting the Board,
exclusive of the director whose removal is proposed.
4.15 VACANCIES. Any vacancy on the Board of Directors may be
filled by vote of the remaining directors, even though less than
a quorum.
4.16 ORDER OF BUSINESS. The suggested order of business at
any meeting of the directors shall be:
1. Roll Call.
2. Proof of due notice of meeting, unanimous attendance,
or waiver of notice.
3. Reading and disposal of any unapproved minutes.
4. Reports of officers and committees.
5. Election of officers.
6. Unfinished business.
7. New business.
8. Adjournment.
4.17 WRITTEN ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting by written action signed by the
number of Directors that would be required to take the same
action at a meeting of the Board at which all Directors were
present, except that any action requiring shareholder approval
must be signed by all of the members of the Board of Directors
then in office.
4.18 DISSENT FROM ACTION. A director of the Corporation who
is present at a meeting of the Board of Directors at which any
action is taken shall be presumed to have assented to the action
taken unless the director objects at the beginning of the meeting
to the transaction of business because the meeting is not
lawfully called or convened and does not participate thereafter;
or unless the director votes against the action at the meeting,
or is prohibited from voting on the action.
4.19 INTERESTED DIRECTORS. No contract or transaction
between the Corporation and one or more of its directors or
officers, or between the Corporation and any other Corporation,
partnership, association, or other organization in which one or
more of its Directors or officers are Directors or officers or
have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present
at or participates in the meeting of the shareholders or the
Board or committee which authorizes, approves or ratifies the
contract or transaction, if:
4.19.1 The material facts as to the relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and
the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the
disinterested Directors, but any interested Director shall
not be counted in determining the presence of a quorum and
shall not vote; or
4.19.2 The material facts as to the relationship or
interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in
good faith by the holders of a majority of the outstanding
shares, but shares owned by the interested Director or
officer shall not be counted in determining the presence of
a quorum and shall not be voted; or
4.19.3 The contract or transaction is fair and
reasonable as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors
a committee thereof, or the shareholders.
ARTICLE V.
OFFICERS
5.1 ELECTION OF OFFICERS. The Board of Directors shall,
from time to time, elect a President, who may also be designated
as Chief Executive Officer; and a Treasurer; who may also be
designated as Chief Financial Officer. The Board of Directors may
elect, but shall not be required to elect, a Secretary one or
more Vice Presidents, and a Chairman of the Board. In addition,
the Board of Directors may elect such other officers and agents
as it may deem necessary. The officers shall exercise such powers
and perform such duties as are prescribed by applicable statutes,
the Articles of Incorporation, the Bylaws, or as may be
determined from time to time by the Board of Directors. Any
number of offices may be held by the same person.
5.2 TERM OF OFFICE. The officers shall hold office until
their successors are elected and qualify; provided, however; that
any officer may be removed with or without cause by the
affirmative vote of a majority of the directors present at a
Board of Directors meeting.
5.3 PRESIDENT. The President shall:
5.3.1 Have general active management of the
business of the Corporation;
5.3.2 When present, preside at all meetings of the
shareholders;
5.3.3 See that all orders and resolutions of the
Board of Directors are carried into effect;
5.3.4 Sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the Corporation,
except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is
expressly delegated by the Articles of Incorporation or
Bylaws or by the Board of Directors to some other officer or
agent of the Corporation;
5.3.5 Perform other duties prescribed by the Board
of Directors. All other officers shall be subject to the
direction and authority of the President.
5.4 TREASURER. The Treasurer shall:
5.4.1 Keep accurate financial records for the
Corporation;
5.4.2 Deposit all money, drafts, and checks in the
name of and to the credit of the Corporation in the banks
and depositories designated by the Board of Directors;
5.4.3 Endorse for deposit all notes, checks, and
drafts received by the Corporation as ordered by the Board
of Directors, making proper vouchers therefor;
5.4.4 Disburse corporate funds and issue checks and
drafts in the name of the Corporation, as ordered by the
Board of Directors;
5.4.5 Render to the President and the Board of
Directors, whenever requested, an account of all
transactions by the Treasurer and of the financial condition
of the Corporation; and
5.4.6 Perform other duties prescribed by the Board
of Directors or by the President.
5.5 VICE PRESIDENT. Each Vice President, if any, has such
powers and shall perform such duties as may be specified in these
Bylaws or prescribed by the Board of Directors. In the event of
absence or disability of the President, the Vice President shall
succeed to the President's powers and duties. If there are two or
more Vice Presidents, the order of succession shall be determined
through seniority by the order in which elected or as otherwise
prescribed by the Board of Directors.
5.6 SECRETARY. The Secretary, if any, shall attend all
meetings of the shareholders and the Board of Directors. The
Secretary shall act as clerk and shall record all the proceedings
of the meetings in the minute book of the Corporation and shall
give proper notice of meetings of shareholders and the Board of
Directors. The Secretary shall keep the seal of the Corporation,
if any, and shall affix the seal to any instrument requiring it
and shall attest the seal, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors.
5.7 CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and
shall perform such other duties as may from time to time be
assigned by the Board of Directors.
5.8 ASSISTANT OFFICERS. In the event of absence or
disability of any Vice President, Secretary or Treasurer, the
assistant to such officer; if any, shall succeed to the powers
and duties of the absent officer until the principal officer
resumes his duties or a replacement is elected by the Board of
Directors. If there are two or more assistants, the order of
succession shall be determined through seniority by the order in
which elected or as otherwise prescribed by the Board of
Directors. The assistant officers shall exercise such other
powers and duties as may be delegated to them from time to time
by the Board of Directors or the principal officer under whom
they serve, but at all times remain subordinate to the principal
officers they are designated to assist.
ARTICLE VI.
REPAYMENT OF DISALLOWED AMOUNTS
Any payments made to, or on behalf of, an officer (including
a former officer) of the Corporation, e.g. salary, commission,
bonus, rent, or travel, which shall be finally disallowed in
whole or in part as a deductible expense by the Internal Revenue
Service or the tax authority of any state (excepting
entertainment expense, which is recognized as only partially
deductible), shall be repaid by such officer to the Corporation
to the extent of the amount of such disallowed deduction. For
these purposes, the term "final disallowance" shall mean an
agreement by the Corporation with the Internal Revenue Service or
state tax authority to such disallowance, a determination by the
Internal Revenue Service or other such tax authority with respect
to which the time to protest or appeal has lapsed, or the final
decision of a court establishing such disallowance. A decision of
a court shall be deemed final when the period during which an
appeal from a decision of the court can be made has lapsed. Such
officer may elect to repay the Corporation either in a lump sum,
or in installments. If the officer elects to repay the
Corporation in a lump sum, the payment of the disallowed amount
shall be due within ninety (90) days of the date on which the
Corporation notifies the officer of such disallowance. If the
officer elects to repay the Corporation in installments, the
disallowed amount shall be repaid in no more than twelve (12)
equal monthly installments, together with interest at a rate
which is one percent (1%) in excess of the so-called base rate or
prime rate in effect at the Corporation's principal bank on the
date on which the Corporation notifies the officer that an
obligation for payment has arisen under this Article VI. Such
monthly installments shall commence on the fifteenth (15) day of
the first calendar month following the calendar month during
which the Corporation notifies the officer that such obligation
of payment has arisen.
ARTICLE VII
INDEMNIFICATION
Directors, officers, committee members, and other persons
shall have the rights to indemnification provided by Section
302A.521 of the Minnesota Statutes and law amendatory thereof and
supplementary thereto.
ARTICLE VIII.
SHARES AND THEIR TRANSFER
8.1 CERTIFICATES OF SHARES. Unless the Board of Directors
has provided that the Corporation's shares are to be
uncertificated, every owner of shares of the Corporation shall be
entitled to a certificate, to be in such form as the Board of
Directors prescribes, certifying the number of shares owned by
such owner. The certificates for shares shall be signed in the
name of the Corporation by the President and by the Secretary or
Assistant Secretary, or the Treasurer; or any other officer of
the Corporation authorized by the Board of Directors and shall
have the corporate seal, if any, affixed thereto. A record shall
be kept of the name of the person owning the shares represented
by each certificate, the number of shares represented by each
certificate, the respective issue dates thereof, and in the case
of cancellation, the respective dates of cancellation. Except as
provided in Section 8.5 of this Article VIII, every certificate
surrendered to the Corporation for exchange or transfer shall be
canceled, and no other certificate shall be issued in exchange
for any existing certificate until such existing certificate is
canceled.
8.2 UNCERTIFICATED SHARES. The Board of Directors, by a
majority vote of directors present at a duly called meeting, may
provide that any or all shares or classes or series of shares are
to be uncertificated shares. In that case, any shareholder who is
issued uncertificated shares shall be provided with the
information legally required to be disclosed in a certificate.
8.3 ISSUANCE OF SHARES. The Board of Directors is
authorized to issue shares of the capital stock of the
Corporation up to the number of shares authorized by the Articles
of Incorporation. Shares may be issued for any consideration,
including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received
by the Corporation under a written agreement, or services
rendered to the Corporation or to be rendered to the Corporation
under a written agreement, as authorized by a resolution approved
by the affirmative vote of a majority of the directors present,
valuing all nonmonetary consideration and establishing a price in
money or other consideration, or a minimum price, or a general
formula or method by which the price will be determined. Upon
authorization by resolution approved by the affirmative vote of a
majority of the directors present, the Corporation may, without
any new or additional consideration, issue shares of its
authorized and unissued capital stock in exchange for or in
conversion of its outstanding shares, or issue its own shares pro
rata to its shareholders or the shareholders of one or more
classes or series, to effectuate share dividends or splits,
including reverse share splits. No shares of a class or series
shall be issued to the holders of shares of another class or
series, unless issuance is either expressly provided for in the
Articles of Incorporation or is approved at a meeting by the
affirmative vote of the holders of a majority of the voting power
of all shares of the same class or series as the shares to be
issued.
8.4 TRANSFER OF SHARES. Transfer of shares on the books of
the Corporation may be authorized only by the shareholder named
in the certificate or the shareholder's legal representative or
duly authorized attorney-in-fact and only upon surrender for
cancellation of the certificate for such shares. The shareholder
in whose name shares stand on the books of the Corporation shall
be considered the owner thereof for all purposes regarding the
Corporation.
8.5 LOST CERTIFICATES. Any shareholder claiming a
certificate for shares to be lost or destroyed shall make an
affidavit or affirmation of that fact in such form as the Board
of Directors may require and shall, if the directors so require,
give the Corporation a bond of indemnity in form and with one or
more sureties satisfactory to the Board of Directors and in an
amount determined by the Board of Directors, to indemnity the
Corporation against any claim that may be made against it on
account of the alleged loss or destruction of the certificate. A
new certificate may then be issued in the same tenor and for the
same number of shares as the one alleged to have been destroyed
or lost.
8.6 TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint one or more transfer clerks and one or more
registrars and may require all certificates for shares to bear
the signature or signatures of any of them.
8.7 FACSIMILE SIGNATURE. Where any certificate is manually
signed by a transfer agent, a transfer clerk, or a registrar
appointed by the Board of Directors to perform such duties, a
facsimile or engraved signature of the officers and a facsimile
corporate seal, if any, may be inscribed on the certificate in
lieu of the actual signatures and seal.
ARTICLE IX.
FINANCIAL AND PROPERTY MANAGEMENT
9.1 FISCAL YEAR. The fiscal year of the Corporation
shall end on such date as may be determined from time to time by
the Board of Directors. In the absence of any resolution to the
contrary, the fiscal year of the Corporation shall end on
December 31 of each year.
9.2 CHECKS. All checks, drafts, other orders for the
payment of money, notes, or other evidences of indebtedness
issued in the name of the Corporation shall be signed by the
President or Treasurer; or any other officer or officers, agent
or agents of the Corporation, as may from time to time be
determined by resolution of the Board of Directors.
9.3 DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
9.4 VOTING SECURITIES HELD BY CORPORATION. The President,
or other officer or agent designated by the Board of Directors,
shall have full power and authority on behalf of the Corporation
to attend, act at, and vote at any meeting of security or
interest holders of other corporations or entities in which the
Corporation may hold securities or interests. At the meeting, the
President or other designated agent shall possess and exercise
any and all rights and powers incident to the ownership of the
securities or interests which the Corporation holds.
ARTICLE X.
AMENDMENTS
The Board of Directors of the Corporation is expressly
authorized to make Bylaws of the Corporation and from time to
time to adopt, amend, or repeal Bylaws so made to the extent and
in the manner prescribed by the Minnesota Statutes. The Board of
Directors shall not adopt, amend, or repeal a Bylaw fixing a
quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board of
Directors, or fixing the number of directors or their
classifications, qualifications, or terms of office, but may
adopt or amend a Bylaw to increase the number of directors. The
authority in the Board of Directors is subject to the power of
the voting shareholders to adopt, change, or repeal the Bylaws by
a vote of shareholders holding a majority of the shares entitled
to vote and present or represented at any regular meeting or
special meeting called for that purpose.
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