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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Amendment #1
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
SUCCESS DEVELOPMENT GROUP, INC.
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(Name of Small Business Issuer as specified in its charter)
NEVADA 88-0419086
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(State or other jurisdiction of (I.R.S. Employer I. D. No.)
organization)
1005 Terminal Way, Suite 110
Reno, NV 89502
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(Address of Principal Executive office)
Registrant's Telephone Number, Including Area Code: (949) 495-7553
Facsimile Number: (949) 495-8506
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: None.
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Item 1. Description of Business.
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Business Development.
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Organization and Charter Amendments
-----------------------------------
The Company was incorporated in Nevada on November 18, 1996 under the
name Environmental Solutions Now!
This Registration Statement is being filed so that the Company's stock
(which was sold on and before April 7, 1999 pursuant to a Rule 504 Offering) can
be quoted on the OTC Bulletin Board of the National Association of Securities
Dealer, Inc. (the NASD).
The following amendments to the Articles of Incorporation of the
Company have been made since its organization:
On February 26, 1999 the Company changed its name to Success
Development Group, Inc.
On April 5, 1999 the Company increased its authorized common stock to
20,000,000 shares and its preferred stock to 5,000,000 shares; all with a par
value per share of $0.001.
Copies of the Company's By-laws, initial Articles of Incorporation and
these amendments are attached hereto, and are incorporated herein by reference.
See Item 15.
General
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The Company expects to produce, market and distribute information,
education and financial products and services to small businesses and their
owners. The Company intends to design its products and services to help its
customers to create, increase and maintain real estate and other home based
businesses. The Company intends to increase the marketing and distribution of
the products and services, to expand into more lines of products and services,
and to make specific alliances with, or acquisitions of, companies that will fit
its strategy.
It is anticipated that the Company's customers will include a broad
spectrum of individuals from beginning entrepreneurs looking for the skills to
achieve financial independence to experienced entrepreneurs looking to enhance
their existing plans and protect existing assets, and that its products and
services will be sold through several mediums, including direct mail,
telemarketing, an Internet Web Site, periodical advertising, television, radio,
direct sales and customer word of mouth.
The Company believes that its ability to teach this information in an
understandable, easy-to-follow format will enable it to achieve significant
operating results. Maintaining its commitment to quality customer support and
long term relationships with customers is its goal and should allow it to
achieve rapid expansion and long-term profitability in the market for
information, education and financial products and services.
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Rule 504 Offering
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On April 7, 1999 the Company completed a Rule 504 Offering of 2,000
common shares at $ 1.00 per share for $2,000 cash, and 100,000 common shares for
services, which the Company also valued at $ 1.00 per share, or $100,000. See
Item 10.
Changes of Control During the Past Three Years
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See the caption "Security Ownership of Certain Beneficial Owners and
Management", Item 4, for information respecting the beneficial ownership of
securities of the Company by Messrs. Keith C. Moore and David Kahn; and see the
caption "Directors, Executive Officers, Promoters and Control Persons", Item 5,
for other material information regarding these persons.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
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For information concerning sales of "unregistered" and "restricted"
securities during the past three years, see the caption "Recent Sales of
Unregistered Securities," Item 10.
Business.
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Risk Factors
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In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained in total until the business is
underway. However, at a minimum, the Company's proposed business operations will
be highly speculative and will be subject to the same types of risk inherent in
any new or unproven venture, and will include those types of risk factors stated
below.
DEVELOPMENT STAGE COMPANY. The Company is a development stage
enterprise, as defined by generally accepted accounting principles, which has
yet to formally commence operations. The Company has generated no revenue to
date. Its primary activities to date have been development and marketing of
marketing and service concepts and the raising of capital. The Company's success
is dependent upon the successful development and marketing of its proposed
products and services, as to which there is no assurance. Unanticipated
problems, expenses and delays are frequently encountered in establishing a new
business and developing new products. These include, but are not limited to,
competition, inadequate market expertise, and setbacks in market acceptance and
sales and marketing. The failure of the Company to meet any of these conditions
would have a materially adverse effect upon the Company, and may force the
Company to reduce or curtail operations. No assurance can be given that the
Company can or will ever operate profitably. As a result, persons purchasing the
common stock offered herein may lose their entire investment.
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NEED FOR ADDITIONAL CAPITAL. The $2,000 net cash proceeds from the sale
of the shares of common stock offered pursuant to the Company's 504 Offering are
insufficient to attain the business achievements described herein. To do so,
additional capital will have to be raised, if it can be raised, to attain the
business achievements described herein. To date the Company has relied upon
internal financing from its founders, officers and directors for its operations.
The Company's future capital requirements will depend on many factors, including
cash flow from operations, progress in the development and sale of its products
and services, competing market developments, and the Company's ability to market
its products and services successfully. Any equity financings could result in
dilution to the Company's stockholders. Sources of debt financing may result in
higher interest expense. Any financing, if available, may be on terms
unfavorable to the Company. If adequate funds are not obtained, the Company may
be required to reduce or curtail operations.
INTELLECTUAL PROPERTY. Management has identified certain technology
that may be necessary for the operation of certain portions of the Company's
business. This technology, however, is not subject to any patent protection, and
hence, this technology would provide limited benefit to the Company with respect
to potential competitors. The Company does not own any patents or copyrights
protecting its products or services. The Company treats its technical data as
confidential and relies on internal nondisclosure safeguards, including
confidentiality agreements with employees, and on laws protecting trade secrets,
to protect its proprietary information. There can be no assurance that these
measures will adequately protect the confidentiality of the Company's
proprietary information or that others will not independently develop products
or services that are equivalent or superior to those of the Company. The Company
may receive in the future communications from third parties asserting that the
Company's products and services infringe upon the proprietary rights of third
parties. There can be no assurance that any such claims would not result in
protracted and costly litigation. There can be no assurance that any particular
aspect of the Company's technology will not be found to infringe upon the
products of other companies. Other companies may hold or obtain patents on
inventions, or may otherwise claim proprietary rights to technology useful or
necessary to the Company's business. The extent to which the Company may be
required to seek licenses under such proprietary rights of third parties, and
the cost or availability of such licenses, cannot be predicted. While it may be
necessary or desirable in the future to obtain licenses relating to one or more
of its products or services relating to current or future technologies, there
can be no assurance that the Company will be able to do so on commercially
reasonable terms.
DEPENDENCE ON KEY PERSONNEL. The Company is greatly dependent on the
services of Keith Moore, the Company's sole officer and director. The loss of
the services provided by this individual would have a materially adverse effect
on the operations of the Company. The Company believes that its future success
will also depend in part upon its ability to attract, retain and motivate
qualified personnel. There can be no assurance that the Company will be
successful in attracting and retaining such personnel. Competition for such
personnel is intense.
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POSSIBLE FUTURE ISSUANCE OF COMMON STOCK. The Company is authorized to
issue up to 20,000,000 shares of common stock, par value $0.001, and 5,000,000
shares of preferred stock, par value $0.001. Presently, there are 1,202,000
shares of common stock issued and outstanding (as of May 18, 1999), and no
preferred stock issued and outstanding. Additional issuances of common or
preferred stock will be required to raise capital, to acquire stock or assets of
other companies, to compensate employees, or to undertake other activities
without stockholder approval. These additional issuances of common or preferred
stock will increase outstanding shares and further dilute stockholders'
interests. Since the Company's common stock is currently subject to the existing
rules on penny stocks, the market liquidity for the Company's common stock may
be severely affected. Of the 1,202,000 shares of the Company's common stock
which are outstanding, 395,000 shares are "restricted securities" owned by the
Company's President and sole Director, and under certain circumstances may, in
the future, be sold in compliance with Rule 144 adopted under the Securities
Act. In general, under Rule 144, subject to the satisfaction of certain other
conditions, a person, including an affiliate of the Company, who has
beneficially owned restricted shares of common stock for at least two years is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class, or if the common stock is quoted on NASDAQ or a stock exchange, the
average weekly trading volume during the four calendar weeks immediately
preceding the sale. A person who presently is not and who has not been an
affiliate of the Company for at least three months immediately preceding the
sale and who has beneficially owned the shares of common stock for at least
three years is entitled to sell such shares under Rule 144 without regard to any
of the volume limitations described above.
NO PUBLIC MARKET FOR THE SHARES OF COMMON STOCK. There is currently no
public market for the shares of common stock. The failure of the Company to
create a market for its common stock would result in the purchasers of the
common stock being unable to dispose of their securities in any effective
commercial manner. The Company anticipates that at least one market maker will
file a Form 15(c)2-11 with the National Association of Securities Dealers
("NASD"), and thereby anticipates obtaining the right from the NASD to have the
Company's stock quoted on the NASD Bulletin Board. However, there can be no
assurance that such application will be granted by the NASD.
LIMITED MARKET FOR THE COMPANY'S COMMON STOCK. The Company's common
stock is covered by Securities and Exchange Commission rules that impose
additional sales practice requirements on broker-dealers who sell securities
priced at under $5.00 (so-called "penny stocks") to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5 million or individuals with net worth in excess of $1
million or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by such rules, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Moreover, such rules
also require that brokers engaged in secondary sales of penny stocks provide
customers written disclosure documents, monthly statements of the market value
of penny stocks, disclosure of the bid and ask prices, disclosure of the
compensation to the broker-dealer, and disclosure of the salesperson working for
the broker-dealer. Consequently, the rules may affect the ability of
broker-dealers to sell the Company's common stock and also may affect the
ability of persons purchasing such common stock to resell their common stock in
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the secondary market, if such a market were to exist. Further, (i) the Company's
common stock may initially be quoted on an NASD inter-dealer system called "the
Bulletin Board," (ii) the Company will not have $4 million in assets or $2
million in stockholders' equity, which are both required for it to qualify for
quotation on NASDAQ, and (iii) the Company's common stock is not being sold at
$5 a share and is not expected to soon trade at a market price of $5 a share in
the foreseeable future, the price required for a non-NASDAQ-quoted security to
escape the trading limitations imposed by the Securities and Exchange Commission
on so-called "penny stocks." These trading limitations tend to reduce
broker-dealer and investor interest in "penny stocks", and could operate to
inhibit the ability of the Company's common stock to reach a $3 per share
trading price that would make them eligible for quotation on NASDAQ, even should
they otherwise qualify for quotation on NASDAQ.
NO DIVIDENDS. The Company has paid no dividends to its stockholders and
does not plan to pay dividends on its common stock in the foreseeable future.
COMPETITION. Management is aware of many potential competitors that
have larger resources and distribution sources than the Company. Competition
from these very large and well-financed companies may attract potential
customers away from the Company. There may also be other competitors that the
Company has not identified.
CONTROL OF COMPANY AND DEPENDENCE ON MANAGEMENT. As stated in Item 4.,
management currently owns 32.9% and one other shareholder of the Company
currently owns 8.3% of the issued and outstanding common stock. See also Item
10. for a list of other shareholders who own significant amounts of the
Company's common stock. Cumulative voting for the election of directors is not
allowed under the Articles of Incorporation. Therefore, investors may not be in
a position to control the Board of Directors of the Company and in effect may
have to depend on the judgment and efforts of the current director and officer
to carry out the Company's business strategy and react quickly to make needed
changes. The existing officer is not under any employment agreement with the
Company.
DIFFICULTY OF PLANNED EXPANSION; MANAGEMENT OF GROWTH. The Company
plans to expand its level of operations. The Company's operating results will be
adversely affected if net sales do not increase sufficiently to compensate for
the increase in operating expenses caused by this expansion. In addition, the
Company's planned expansion of operations may cause significant strain on the
Company's management, financial and other resources. To manage its growth
effectively, the Company must continue to improve and expand its existing
resources and management information systems, and must attract, train and
motivate qualified managers and employees. There can be no assurance, however,
that the Company will be able to successfully achieve these goals. If the
Company is unable to manage growth effectively, its operating results will be
adversely affected.
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FORWARD LOOKING STATEMENTS. This Registration Statement contains forms
of forward-looking statements that are based on the Company's beliefs as well as
on assumptions made by, and information currently available to, the Company.
When used in this Registration Statement, the words "hope", "believe", "expect",
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions, some of which are identified and described in
this "Risk Factors" section. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
will vary materially from those anticipated, estimated, or projected and the
variations may be material. The Company cautions potential investors not to
place undue reliance on any such forward-looking statements; all of which speak
only as of the date made. A number of the matters and subject areas discussed in
this Registration Statement are not historical or current facts, or deal with
potential future circumstances and developments. The discussion of such matters
and subject areas is qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may differ materially from
the Company's actual future experience involving any one or more of such matters
and subject areas. The Company has attempted to identify, in context, certain
other factors that it currently believes may cause actual future experience and
results to differ from the Company's current expectations regarding the relevant
matter or subject area. The operations and results of the Company's business
also may be subject to the effect of other risks and uncertainties in addition
to the relevant factors identified elsewhere in this Registration Statement,
including, but not limited to, general economic conditions in the geographical
areas and market segments that the Company is targeting for its products and
services, the availability of adequate equipment and personnel to meet the
Company's marketing plans and customer demand, and access to sufficient equity
capital to meet the Company's operating and financial needs.
GOVERNMENT REGULATIONS. The Company believes that there are no current
regulations, state or federal, which would materially and adversely affect the
Company's operations, nor are any expected. In the future, governmental
regulations may develop, having an adverse effect on the Company's operations.
In addition to the foregoing risks, businesses are often subject to
risks that are not foreseen or fully appreciated by management. Potential
investors should keep in mind that other material risks could arise.
Principal Products and Services
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The Company intends to focus on providing information, education and
financial products and services for small businesses and their owners with an
in-place follow-up support system. To support its customers, the Company intends
to provide trained personnel on weekdays from 10:00 a.m. to 4:00 p.m. to answer
customer questions about real estate transactions in which they are involved or
are considering. This service will be free to purchasers of cash flow systems
for ninety days. Other businesses market and distribute information in this
field without any significant follow-up or support. The Company believes that
success in its industry requires a solid foundation of proven products and
services together with a strong ongoing customer support system. Management
believes that the Company will fit this profile, since its products and services
will be based upon methods and systems used by Management.
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These are descriptions of the primary products and services the Company
intends to offer:
MONEY MACHINE. The Company expects that its Money Machine will be the
Company's introductory product used to generate interest in its other products
and services. It will provide an overview of methods by which to profit in the
real estate business and contains audiocassette tapes, videotapes, and
documentation. These materials will explain, in an overview fashion, the four
areas of real estate investing on which the Company intends to focus:
wholesaling, retailing, owner-financing and lease/option.
CASH FLOW PLUS. The Company expects that its Cash Flow Plus will be the
Company's mid-level product and contain audiocassette tapes, documentation and
computer software containing forms for use by the customer. There are three Cash
Flow Plus Modules:
(i) Wholesale/Retail Cash Flow System teaches how to find
distressed properties and make a profit by either selling the property to
another investor (wholesale) or rehabilitating the property and selling it to an
owner/occupant (retail).
(ii) For Sale by Owner ("FSBO") Cash Flow System teaches how
to create profits by purchasing properties from owners, with owner financing.
The customer profits from the ability to resell the property to an
owner/occupant who can assume the newly created financing.
(iii) Lease/Option Cash Flow System teaches how to create
profits by leasing properties with an option to buy from owners of real estate
and creating new leases with options to buy for tenants/purchasers. The customer
profits from the option deposit received from the tenant/purchaser, the
difference between the monthly lease payments and the difference between the
purchase price from the owner and the selling price to the tenant/purchaser.
CAMPS. The Camps will offer hands-on training in the three Cash Flow
Systems described above, Wholesale/Retail, FSBO and Lease/Option. In addition to
receiving the materials provided with the Cash Flow Systems, Boot Camp
participants will:
(i) have the option of attending live training courses as
often as they wish for one year following their purchase of the product;
(ii) receive a written manual and video tapes of a prior
event;
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It is envisioned that at the live Wholesale/Retail Camp training
programs, the participants will review actual real estate multiple listing
statements of properties for sale, select potential properties and visit them
while receiving instruction. At the live FSBO and Lease/Option Camps training
programs, the participants will make telephone calls to owners of properties and
negotiate transactions while receiving instruction.
GUERRILLA MARKETING FOR REAL ESTATE ENTREPRENEURS CAMP. The Company
expects that this Camp will teach participants how to generate an ongoing stream
of potential real estate sellers who call to offer their homes for sale. The
participant will be instructed in a wide variety of marketing approaches by a
panel of individuals experienced in the real estate methods taught by the
Company. The Company will offer this Camp on a live basis at least once per
year. Camp participants will receive videotapes of past events, audiocassette
tapes of past events, documentation, and computer software containing forms,
reports, and letters for use by participants.
CONFERENCES. The Company intends to promote and sponsor various
conferences (both one day and multiple day events) throughout the United States
that feature speakers on topics ranging from real estate investment and
management, buying and selling discounted paper, business planning, growing your
business, raising capital, reducing your taxes, protecting your assets, managing
your properties, adult congregate living facilities as a business, success
coaching, negotiating, marketing, sales, sales training, auctions and retirement
planning. These conferences will feature the Company's own employees and
speakers, and/or lecturers and educators under contract with the Company.
ONE DAY WORKSHOPS. The Company intends to sponsor and promote one-day
workshops featuring Mr. Moore, who will teach attendees how to profit from real
estate investing either through creating a home-based business or expanding
their current investment activities.
NEWSLETTER. The Company intends to publish a free newsletter designed
to acquire new customers. The newsletter will provide information and
encouragement to real estate entrepreneurs, including techniques for creating
profits from real estate, income tax updates, listing of upcoming events and
feature articles.
DIRECT AND TELEMARKETING SALES. The Company intends to use both direct
mail and telemarketing to promote its own products and services and those of
other authors, lecturers and educators.
PRIVATE LENDING COURSE. The Company expects that its course will
provide audiocassette tapes, documentation, and computer software containing
forms and reports for use by the customer. The course will instruct the customer
how to profit from lending "hard" money (i.e., money lent without regard to the
creditworthiness of the borrower) to owners of real estate, how to find lenders
and borrowers, and shows the proper steps necessary to complete these
transactions profitably.
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SUCCESS SERIES SOFTWARE. The Company intends to market computer
software designed to perform the following functions:
(i) analyze income and expenses of potential real estate
purchases;
(ii) analyze potential mortgage loans;
(iii) create personal financial statements;
(iv) create business plans;
(v) analyze income and expenses of potential business
purchases and appraise the value of the business;
(vi) create and track goals, and activities lists, for
planning purposes;
(vii) create bi-weekly mortgage payment plans; and
(viii) input, track and market potential sellers of
mortgages.
In addition, the software will contain numerous pre-formatted business
letters and legal forms relating to real estate and business transactions.
INTERNET WEB SITE. The Company expects that its web site will provide
browsers with hundreds of pages of free information about creating additional
profits for their businesses, and that the browsers will have the opportunity to
review advertisements for products and services offered by the Company.
MORTGAGE COURSE. The Company expects that its Mortgage Course will be
one of the Company's mid-level products and contain audiocassette tapes and
documentation. This course will teach the purchaser how to find, evaluate,
purchase and sell mortgages or deeds of trust.
MORTGAGE CAMP. The Company expects that its Mortgage Camp will offer
hands-on training to teach the attendee how to find, evaluate, purchase and sell
mortgages or deeds of trust. In addition to receiving the materials provided
with the Mortgage Course, workshop participants:
(i) will have the option of attending live training courses as
often as they wish for one year following their purchase of the product;
(ii) will receive a written manual and video tapes of a prior
event.
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Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty
Payments or Labor Contracts
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None.
Need for Government Approval of Principal Products or Services
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None, currently; however, see the following caption.
Effect of Existing or Probable Governmental Regulations on Business
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See the heading "Risk Factors," under the caption "Business"
of this Item, specifically, the risk factors entitled "Government Regulations"
and "Limited Market for the Company's Common Stock."
Research and Development
------------------------
See the heading "Risk Factors", under the caption "Business"
of this Item, specifically, the risk factor entitled "Intellectual Property".
Number of Employees
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One.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operations.
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It is anticipated that the Company's customers will include a broad
spectrum of individuals from beginning entrepreneurs looking for the skills to
achieve financial independence to experienced entrepreneurs looking to enhance
their existing plans and protect existing assets, and that its products and
services will be sold through several mediums, including direct mail,
telemarketing, an Internet Web Site, periodical advertising, television, radio,
direct sales and customer word of mouth.
The Company believes that its ability to teach this information in an
understandable, easy-to-follow format will enable it to achieve significant
operating results. Maintaining its commitment to quality customer support and
long term relationships with customers is its goal and should allow it to
achieve rapid expansion and long-term profitability in the market for
information, education and financial products and services.
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MARKET AND CUSTOMER BASE. The Company believes that the market for
information, education and financial products and services for small businesses
and their owners will continue to grow as job insecurity and changes in the
employment market compel individuals to seek alternative means to improve their
financial status. The Company believes that this desire for individuals to
achieve independence, security and control over their lives has created a
significant market for the types of products and services that the Company will
provide.
The Company intends to market its products and services in the United
States and Canada. The Company's targeted customers include individuals from all
age groups and a broad range of income and education levels. The Company expects
that its products and services will be used by people without high school
diplomas to gain entrepreneurial skills and are equally effective to teach
educated professionals to increase their cash flow and/or prepare for career
changes.
The traditional workplace has been drastically altered in the last few
years, particularly in once-secure industries which have been devastated by
downsizing. As reported in the 1997 "Premier Issue" of WORK @ HOME magazine, 85
percent of our workforce in the 1900's was in agriculture. Today, it's less than
3 percent. In the 1950's, 73 percent of U.S. employees worked in production or
manufacturing. In 1997, it's less than 15 percent. The largest trend currently
is for Americans to start their own businesses.
As reported in the WORK@HOME article, a recent USA TODAY survey found
96 percent of adults ages 25-44 are very interested in owning their own
business, and according to INC. Magazine, no one knows with certainty how many
people are running businesses from their homes. Estimates range from 5.6 million
to 30.7 million. The most reasonable estimates are closer to 15 million. Almost
half of last year's new enterprises took form in their owner's homes.
STRATEGY. Based on the Company's view of the market and what it thinks
its customer base will want, it has adopted the following goals as its strategy:
1. Obtain and create exclusive content for marketable products and
services.
2. Build a large portfolio of products and services, in order to create
a continuing income stream.
3. Develop long-term product and service lines in categories in which a
significant market share can be achieved.
4. Expand distribution of products and services through new outlets and
mediums.
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SALES AND MARKETING. The Company's basic marketing strategy will be to
acquire customers throughout the United States and in Canada at little or no
cost to the Company by selling them low-priced ($19-$49) products, such as the
Money Machine, or a one day workshop designed to educate the purchaser and
create a desire to purchase additional products and services from the Company.
DIRECT MAIL/TELEMARKETING: The Company envisions that direct mail and
telemarketing will represent the majority of its marketing efforts.
INTERNET WORLD WIDE WEB SITE: The Company intends to use its website to
advertise its products and services and to provide information about its
upcoming events.
PERIODICAL ADVERTISING: The Company intends to advertise in local
newspapers and industry-related magazines.
MEDIA, TELEVISION AND RADIO: The Company intends to advertise through
radio and television ("Infomercials") to promote its conferences and to sell its
products and services. The Company also intends to use radio advertising
targeted geographically to coincide with upcoming events.
DIRECT SALES: During conferences, speakers will sell additional
programs, books, videotapes and audiotapes.
WORD OF MOUTH: The Company believes that its programs will be met with
such high customer satisfaction ratings that its customers will be one of its
best referral sources.
The Company anticipates satisfying its cash requirements for the next
twelve months from additional equity and/or debt financing.
The foregoing contains "forward-looking" statements and information,
all of which is modified by reference to the caption "Risk Factors," Item 1.
Results of Operations.
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There were no operations during the periods covered by the financial
statements of the Company which accompany this Registration Statement. See Items
13. and 15.
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Liquidity.
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The Company has a very severe liquidity problem, as evidenced by the
facts that as of March 31, 1999 the Company's total cash was only $455, and the
Company's total current assets and total assets were only $455, compared with
zero current liabilities and zero total liabilities. See Items 13. and 15.
Item 3. Description of Property.
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The Company has identified an office facility which is located in Reno,
Nevada. It is the Company's intention to negotiate a lease on reasonable terms.
In the event additional space is required, the Company believes that such
additional space would be available on reasonable terms.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
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Security Ownership of Certain Beneficial Owners.
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The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ ----------
Keith C. Moore 395,000 32.9%
1005 Terminal Way, Suite 110
Reno, NV 89502
David L. Kahn 100,000 8.3%
535 N. Hayworth Ave.-301
Los Angeles CA. 90048
Security Ownership of Management.
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The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:
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Number of Shares Percentage
Name and Address Beneficially Owned of Class
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Keith C. Moore 395,000 32.9%
1005 Terminal Way, Suite 110
Reno, NV 89502
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in November of each year) or until
their successors are elected or appointed and qualified, or their prior
resignations or terminations.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- --------- ------------ --------------
Keith C. Moore President, November 26, 1996 *
Treasurer,
Secretary, &
Director
*Mr. Moore currently serves in the capacities indicated.
Business Experience.
- --------------------
Mr. Moore is currently the President, Treasurer, Secretary, and a
Director of the Company. From 1995 to 1999 Mr. Moore founded and served as Chief
Financial Officer, NetWorx New Media, Inc., an Internet startup. From 1985 to
1995 he was employed by International Consumer Technologies, a software company.
15
<PAGE>
Family Relationships.
- ---------------------
There are no family relationships between any director or executive
officer.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to
a pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
16
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Award Payouts
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Compen-
Position Ended ($) ($) Compen- Stock Options outs sation
sation
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were paid, issued, or granted to the Company's management during the
years ended December 31, 1998 or December 31,1997, nor the period ended March
31, 1999. Further, no member of the Company's management has been granted any
option or stock appreciation rights; accordingly, no tables relating to such
items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- ------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
17
<PAGE>
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
The only transactions between members of management, nominees to become
a director or executive officer, 5% stockholders, or promoters or persons who
may be deemed to be parents of the Company are:
See Item 10. concerning the sale on November 26, 1996 of 395,000 shares
of the Company's restricted common shares to Mr. Moore at its par value of
$0.001 per share. Pursuant to the Company's 504 Offering, which terminated April
7, 1999, 100,000 shares of the Company's common stock were issued to David Kahn
for specified legal services from April, 1999 through approximately October,
2000. Mr. Kahn, a Company attorney, drafted this Registration Statement.
Item 8. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. To the
Company's knowledge, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company. No director, executive officer
or persons who may be deemed to be an "affiliate" of the Company or owner of
record, or beneficially, of more than five percent of the Company's common stock
is a party adverse to the Company, or has a material interest adverse to the
Company in any proceeding.
Item 9. Market Price of and Dividends on the Company's Common Equity and Other
Stockholder Matters.
- -------------------------------------------------------------------------------
Market Information.
- -------------------
There has never been any "established trading market" for shares of the
common stock of the Company. The Company anticipates that at least one market
maker will file a Form 15(c)2-11 with the National Association of Securities
Dealers ("NASD"), and thereby anticipates obtaining the right from the NASD to
have the Company's stock quoted on the NASD Bulletin Board. However, there can
be no assurance that such application will be granted by the NASD. No assurance
can be given that any current market for the Company's common stock will develop
or be maintained. For any market that develops for the Company's common stock,
the sale of "restricted securities" (common stock) pursuant to Rule 144 of the
Securities and Exchange Commission by members of management, or any other person
to whom any such securities may be issued in the future may have a substantial
adverse impact on any such public market. A minimum holding period of one year
is required for resales under Rule 144, along with other pertinent provisions,
including publicly available information concerning the Company (this
requirement will be satisfied by the filing and effectiveness of this
Registration Statement, the passage of 90 days and the continued timely filing
by the Company of all reports required to be filed by it with the Securities and
Exchange Commission); limitations on the volume of "restricted securities" which
can be sold in any 90 day period; the requirement of unsolicited broker's
transactions; and the filing of a Notice of Sale of Form 144.
18
<PAGE>
Holders.
- --------
The number of record holders of the Company's securities as of the date
of this Registration Statement is approximately 32.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future.
Item 10. Recent Sales of Unregistered Securities.
- --------------------------------------------------
On November 26, 1996 the Company issued its common stock as follows for
the following consideration :
Name Amount of Shares Consideration *
---- ---------------------------------------
Keith C. Moore 395,000 $395
Gary Bryant 50,000 $50
Stacy Adair 55,000 $55
ERM Enterprises, Inc. 55,000 $55
JJS, Ltd. 55,000 $55
Marlana Foltz 55,000 $55
NSF, Inc. 50,000 $50
Mel Enterprises, Ltd. 55,000 $55
NDG, Inc. 55,000 $55
Roxboro Investments, Ltd. 55,000 $55
Corpserve, Trustee for the
Earl Trust 55,000 $55
Robert L. Wonnacott 55,000 $55
Swarthmore Associates, Ltd. 55,000 $55
Web Connect Co., Inc. 55,000 $55
Total 1,100,000
*All of the above consideration was paid for by cash.
19
<PAGE>
Each of these persons had access to all material information regarding
the Company prior to the offer or sale of the Company's common stock. These
offers and sales of common stock are believed to have been exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof; and, by available state exemptions,
from similar states' securities laws exempting from registration the offer and
sale of such common stock. See "Possible Future Issuance of Common Stock" under
the "Risk Factors" section of Item 1. for a discussion ot the restricted and
unrestricted common shares of the Company.
On April 7, 1999 the Company completed a Rule 504 Offering of 2,000
common shares at $1.00 per share for $2,000 cash and 100,000 common shares for
specified legal services from April, 1999 through approximately October, 2000,
which the Company also valued at $1.00 per share, or $100,000.
The offers and sales of such common stock are believed to have been
exempt from registration pursuant to Rule 504, and from similar applicable
states' securities laws, rules and regulations exempting the offer and sale of
these securities by available state exemptions from required registration.
There are no relationships or affiliations among and between these
shareholders and the Issuer, its predecessor, its officers and directors, and
other shareholders.
Item 11. Description of Securities.
- ------------------------------------
Common Stock
------------
The Company's authorized common stock consists of twenty million
(20,000,000) shares of $0.001 par value. The holders of the Company's common
stock are entitled to one vote per share on each matter submitted to a vote at a
meeting of stockholders. The shares of common stock do not carry cumulative
voting rights in the election of directors.
Stockholders of the Company's common stock have no pre-emptive rights
to acquire additional shares of common stock or other securities. The common
stock is not subject to redemption rights and carries no subscription or
conversion rights. All shares of the common stock now outstanding are fully paid
and non-assessable.
20
<PAGE>
Preferred Stock
---------------
The Company is authorized to issue up to 5,000,000 shares of Preferred
Stock, par value $0.001 per share. There are presently no outstanding shares of
Preferred Stock. The preferred stock of the corporation can be issued in one or
more series as may be determined from time to time by the Board of Directors
without further stockholder approval. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of shares
in such series, and the preferences, rights and restrictions thereof. All shares
of any one series shall be alike in every particular. All series shall be alike
except that there may be variation as to the following: (1) the rate of
distribution, (2) the price at, and the terms and conditions on, which shares
shall be redeemed, (3) the amount payable upon shares for distributions of any
kind, (4) sinking fund provisions for the redemption of shares, and (5) the
terms and conditions on which shares may be converted if the shares of any
series are issued with the privilege of conversion, and (6) voting rights,
except as limited by law.
No Outstanding Options, Warrants or Calls
-----------------------------------------
Currently, there are no outstanding options, warrants or calls to
purchase any of the authorized securities of the Company.
No Provisions Limiting Change of Control
----------------------------------------
There is no provision in the Company's Articles of Incorporation or
Bylaws that would delay, defer, or prevent a change in control of the Company.
Item 12. Indemnification of Directors and Officers.
- ----------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee; or corporation
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation" due to his or her corporate role. Section 78.751(1) extends
this protection "against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action, suit or proceeding if he or she acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his or her actions were not opposed to the corporation's
best interests. Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.
21
<PAGE>
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the defense."
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders, (2)
the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may advance
an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights of
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
Article Seven of the Company's Articles of Incorporation provides:
"LIMITED LIABILITY OF OFFICERS AND DIRECTORS. No officer or Directors
of the Corporation shall be liable to the Corporation or its shareholders for
the damages for the breach of a fiduciary duty as a Director or Officer other
than: (a) acts or omissions which involve intentional misconduct, fraud or a
known violation of the law: or (b) the payment of dividends in violation of NRS
78.300.
The Corporation may purchase or maintain insurance or make other
financial arrangements on behalf of any person who is or was a Director,
Officer, Employee, or Agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, Officer, Employee or Agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as Director, Officer, Employee or Agent, or arising of his status as
such, whether or not the Corporation has the authority to indemnify him against
such liability or expense.
The Corporation shall indemnify all of its Officers and Directors
past, present, and future against any and all expenses incurred by them, and
each of them, including, but not limited to, legal fees, judgments and penalties
which may be incurred, rendered or levied in any legal action or administrative
proceeding brought against them for any act or omission alleged to have been
committed while acting within the scope of their duties as Officers of Directors
of the Corporation. The expenses of Officers and Directors incurred in defending
any legal action or administrative proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the Officer or
Director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he/she is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
rights of indemnification which the Officers and Directors may have or hereafter
acquire. Without limitation of the foregoing, the Board of Directors may adopt
by-laws from time to time to provide the fullest indemnification permitted by
the Laws of the State of Nevada."
Article V of the Company's By-Laws provides:
"Section 1. The corporation shall indemnify any and all of its directors
or officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except, in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under by-law, agreement, vote of stockholders or otherwise."
22
<PAGE>
Item 13. Financial Statements and Supplementary Data.
- ------------------------------------------------------
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- -------------------------------------------------------------------------
The Company has not had any changes in, or disagreements with,
accountants since inception.
Item 15. Financial Statements and Exhibits
- -------------------------------------------
(a) Cacciamatta Accountancy Corp.
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the years
December 31, 1998, December 31, 1997, and from November 18, 1996
----------------------------------------------------------------
Independent Auditor's Report
Balance Sheet
Statement of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
Unaudited Financial Statements for March 31, 1999
-------------------------------------------------
(b) The following exhibits are filed as a part of this
Registration Statement:
Exhibit
Number Description*
- -------- ------------
3.1 Initial Articles of Incorporation filed November 18, 1996.
3.2 By-laws.
3.3 Certificate of Amendment filed February 26, 1999.
3.4 Certificate of Amendment filed April 5, 1999.
* Summaries of all exhibits contained within this Registration
Statements are modified in their entirety by reference to these Exhibits.
23
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: By: /s/ Keith Moore
---------------------------------
Keith Moore, Director
and President
Date: By: /s/ Keith Moore
---------------------------------
Keith Moore, Director
Secretary/Treasurer
24
<PAGE>
<TABLE>
Success Development Group, Inc.
(A Development Stage Company)
Balance Sheet
(Unaudited)
<CAPTION>
March 31,
1999
---------------
ASSETS
<S> <C>
Current assets:
Cash $ 455
---------------
Total current assets 455
---------------
$ 455
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ -
Commitments and contingencies -
Shareholders' equity:
Preferred stock, 5,000,000 shares authorized, $.001 par value,
no shares issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par value,
1,100,000 shares issued and outstanding 1,100
Additional paid-in capital 6,100
Deficit accumulated during the development stage (6,745)
---------------
Total shareholders' equity 455
---------------
$ 455
===============
</TABLE>
<PAGE>
<TABLE>
Success Development Group, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
Cumulative
from inception
Three months ended March 31, (Nov. 18, 1996)
-------------------------------- to March 31,
1999 1998 1999
--------------- --------------- ---------------
<S> <C> <C> <C>
Costs and expenses:
General and administrative $ 5,695 $ - $ 6,745
--------------- --------------- ---------------
Net loss $ (5,695) $ - $ (6,745)
=============== =============== ===============
Basic and diluted net loss per share $ (0.005) $ -
=============== ===============
Basic and diluted weighted average number
of common shares outstanding 1,100,000 1,100,000
=============== ===============
</TABLE>
<PAGE>
<TABLE>
Success Development Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
Cumulative
from inception
Three months ended March 31, (Nov. 18, 1996)
-------------------------------- to March 31,
1999 1998 1999
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (5,695) $ - $ (6,745)
--------------- --------------- ---------------
Cash flows from financing activities:
Issuance of common stock - - 1,100
Contribution to capital 6,100 - 6,100
--------------- --------------- ---------------
Net cash provided by financing activities 6,100 - 7,200
--------------- --------------- ---------------
Net increase in cash 405 - 455
Cash, beginning of period 50 50 -
--------------- --------------- ---------------
Cash, end of period $ 455 $ 50 $ 455
=============== =============== ===============
</TABLE>
<PAGE>
Success Development Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1999
(Unaudited)
1. Organization and summary of significant accounting policies
- -----------------------------------------------------------------
The accompanying unaudited financial statements of Success Development
Group, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three
months ended March 31, 1999 are not necessarily indicative of the results
for any future period. These statements should be read in conjunction with
the Company's financial statements and notes thereto for the year ended
December 31, 1998.
Organization
------------
Success Development Group, Inc., a Nevada corporation (the "Company") was
formed on November 18, 1996 under the name Environmental Solutions Now! On
February 26, 1999 the Company changed its name to Success Development
Group, Inc. The Company expects to produce, market and distribute
information, education and financial products and services. The Company's
goals are to help small businesses and their owners create and maintain
real estate and other home based businesses. The Company is classified as
a development stage company because its principal activities involve
obtaining capital. The Company is currently being funded by its
management, through donated minimal time and office space.
Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Income taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with SFAS 109.
Basic and diluted net loss per share
------------------------------------
Basic net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common
stock at the average market price during the period.
<PAGE>
Success Development Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
2. Going concern
- -------------------
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has reported losses
from its inception and is still in the development stage.
The Company's management intends to continue funding current expenditures
by means of contributions to capital and to raise additional funds
through equity offerings. However, there can be no assurance that
management will be successful in this endeavor.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS CONTAINS FORWARD LOOKING STATEMENTS
REGARDING FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY THAT
INVOLVE CERTAIN RISKS AND UNCERTAINTIES DISCUSSED IN THE "RISK FACTORS" SECTION
OF ITEM 1. UNDER "FORWARD LOOKING STATEMENTS" ACTUAL EVENTS OR THE ACTUAL FUTURE
RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM ANY FORWARD LOOKING STATEMENT
DUE TO SUCH RISKS AND UNCERTAINTIES.
OVERVIEW
- --------
Success Development Group, Inc. is a development stage company. A development
stage company is one for which principal operations have not commenced.
Management has devoted most of its activities to establishing the business.
Operating losses have been incurred to date, and will continue to incur as the
Company continues to use, rather than provide, working capital in its
operations. The Company will produce, market and distribute information,
education and financial products and services to small businesses and their
owners.
The Company will recognize revenues from the sale of its products upon shipment.
RESULTS OF OPERATIONS
- ---------------------
NET REVENUES
- ------------
As a development stage company, the Company had no revenues for the quarters
ended March 31, 1999 and March 31, 1998.
COSTS AND EXPENSES
- ------------------
Costs and expenses for the quarter ended March 31, 1999 were solely related to
the 504 Offering the Company undertook during the quarter. The Company had no
costs and expenses during the quarter ended March 31, 1998.
OTHER INCOME (EXPENSE)
- ----------------------
The Company had no other income or expenses for the quarters ended March 31,
1999 and March 31, 1998.
PROVISION FOR INCOME TAXES
- --------------------------
The Company had no income nor income taxes for the quarters ended March 31, 1999
and March 31, 1998.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash and cash equivalents increased from fifty dollars ($50.00) at
March 31, 1998 to four-hundred fifty-five dollars ($455.00) at March 31, 1999
due to contributions to capital from Officers of the Company.
There were no liabilities at March 31, 1998 or at March 31, 1999.
The Company's management currently believes that inflation has not had a
material impact on continuing operations.
YEAR 2000
- ---------
Like many other companies, the year 2000 computer issue creates risk for the
Company. The overall cost of the Company's year 2000 compliance plan is a minor
portion of the Company's anticipated total information technology budget and is
not expected to materially delay the implementation of any other unrelated
projects that are planned to be undertaken by the Company. Based on currently
available information, management does not believe that the year 2000 issue
discussed above relates to the Company's internal systems or its products sold
to customers, or that it will have a material adverse impact on the Company's
financial condition or results of operations; however, the specific extent to
which the Company may be affected by such matters is not certain. In addition,
there can be no assurance that the failure by a supplier or another third party
to ensure year 2000 compatibility would not have a material adverse effect on
the Company.
FACTORS AFFECTING FUTURE PERFORMANCE
- ------------------------------------
In connection with the Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act"), the Company has disclosed certain cautionary
information to be used in connection with written materials (including this FORM
10-SB) that may contain "forward-looking statements" within the meaning of the
Litigation Reform Act. Such statements consist of any statement other than a
recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate", "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are numerous risks and uncertainties that
could cause actual events or results to differ materially
from those referred to in such forward-looking statements. For discussion that
highlights some of the more important risks identified by management, but which
should not be assumed to be the only factors that could affect future
performance, see the "Risk Factors" section of Item 1., which is incorporated
herein by reference. The reader or listener is cautioned that the Company does
not have a policy of updating or revising forward-looking statements and thus he
or she should not assume that silence by management overtime means that actual
events are bearing out as estimated in such forward-looking statements.
<PAGE>
SUCCESS DEVELOPMENT GROUP, INC.
(A Development Stage Company)
Financial Statements
December 31, 1998
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors and Shareholders
Success Development Group, Inc.
We have audited the accompanying balance sheet of Success Development Group,
Inc. (a development stage company) (the "Company") as of December 31, 1998, and
the related statements of operations, shareholders' equity and cash flows for
each of the two years ended December 31, 1998 and for the period from inception
(November 18, 1996) to December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes, on a test basis, examination of 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 consolidated financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Success Development Group, Inc.
as of December 31, 1998, and the results of its operations and cash flows for
each of the two years ended December 31, 1998 and for the period from inception
(November 18, 1996) to December 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has no operations and is in the development
stage. These conditions raise substantial doubt about its ability to continue as
a going concern. Management's plans regarding those matters are also described
in Note 5. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
May 13, 1999
<PAGE>
<TABLE>
SUCCESS DEVELOPMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
<CAPTION>
DECEMBER 31,
1998
---------------
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 50
---------------
TOTAL CURRENT ASSETS 50
---------------
$ 50
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ -
COMMITMENTS AND CONTINGENCIES -
SHAREHOLDERS' EQUITY:
Preferred stock, 5,000,000 shares authorized, $.001 par value,
No shares issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par value,
1,100,000 shares issued and outstanding 1,100
Deficit accumulated during the development stage (1,050)
---------------
TOTAL SHAREHOLDERS' EQUITY 50
---------------
$ 50
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
SUCCESS DEVELOPMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
<CAPTION>
Cumulative
from inception
Year ended December 31, (Nov. 18, 1996)
-------------------------------- to December 31,
1998 1997 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Costs and expenses:
General and administrative $ - $ - $ 1,050
--------------- --------------- ---------------
NET LOSS $ - $ - $ (1,050)
=============== =============== ===============
BASIC AND DILUTED NET LOSS PER SHARE $ - $ -
=============== ===============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 1,100,000 1,100,000
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
Success Development Group, Inc.
(A Development Stage Company)
Statement of Shareholders' Equity
From inception (November 18, 1996) to December 31, 1998
<CAPTION>
Common Stock
--------------------------------------- Deficit
Amount Accumulated
------------------------- During the Total
Number Per Development Shareholders'
of Shares Share Total Stage Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial capitalization 1,100,000 $ 0.001 $ 1,100 $ - $ 1,100
Net loss for 1996 - - - (1,050) (1,050)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1996 1,100,000 - 1,100 (1,050) 50
Net loss for 1997 - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1997 1,100,000 - 1,100 (1,050) 50
Net loss for 1998 - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1998 1,100,000 $ 1,100 $ (1,050) $ 50
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
Success Development Group, Inc.
(A Development Stage Company)
Statement of Cash Flows
<CAPTION>
Cumulative
from inception
Year ended December 31, (Nov. 18, 1996)
-------------------------------- to December 31,
1998 1997 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ - $ - $ (1,050)
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 1,100
--------------- --------------- ---------------
Net increase in cash - - 50
--------------- --------------- ---------------
CASH, BEGINNING OF PERIOD 50 50 -
--------------- --------------- ---------------
CASH, END OF PERIOD $ 50 $ 50 $ 50
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SUCCESS DEVELOPMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------
Organization
------------
Success Development Group, Inc., a Nevada corporation (the "Company"), was
formed on November 18, 1996 under the name Environmental Solutions Now! On
February 26, 1999 the Company changed its name to Success Development
Group, Inc. The Company expects to produce, market and distribute
information, education and financial products and services. The Company's
goals are to help small businesses and their owners create and maintain
real estate and other home based businesses. The Company is classified as
a development stage company because its principal activities involve
obtaining capital. The Company is currently being funded by its
management, through donated minimal time and office space.
Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Income taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with SFAS 109.
Basic and diluted net loss per share
------------------------------------
Basic net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common
stock at the average market price during the period.
<PAGE>
SUCCESS DEVELOPMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
2. BASIC AND DILUTED NET LOSS PER SHARE
- ------------------------------------------
The following table illustrates the required disclosure of the
reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations.
<TABLE>
<CAPTION>
1998 1997
------------- -------------
Basic and diluted loss per share:
- ---------------------------------
<S> <C> <C>
Numerator
---------
Net loss $ - $ -
------------- -------------
Denominator
-----------
Basic and diluted weighted average number of
common shares outstanding during the period 1,100,000 1,100,000
------------- -------------
Basic and diluted loss per share $ - $ -
============= =============
</TABLE>
3. INCOME TAXES
- ------------------
The Company recognizes deferred tax assets and liabilities for temporary
differences between the financial reporting and tax bases of its assets
and liabilities. Deferred tax assets are reduced by a valuation allowance
when deemed appropriate. For 1998 and 1997, no income taxes have been
recorded.
4. GOING CONCERN
- -------------------
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has reported losses
from its inception and is still in the development stage.
The Company's management intends to continue funding current expenditures
by means of contributions to capital and to raise additional funds through
equity offerings. However, there can be no assurance that management will
be successful in this endeavor.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS CONTAINS FORWARD LOOKING STATEMENTS
REGARDING FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY THAT
INVOLVE CERTAIN RISKS AND UNCERTAINTIES DISCUSSED IN THE "RISK FACTORS" SECTION
OF ITEM 1. UNDER "FORWARD LOOKING STATEMENTS". ACTUAL EVENTS OR THE ACTUAL
FUTURE RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM ANY FORWARD LOOKING
STATEMENT DUE TO SUCH RISKS AND UNCERTAINTIES.
OVERVIEW
- --------
Success Development Group, Inc. is a development stage company. A
development stage company is one for which principal operations have not
commenced. Management has devoted most of its activities to establishing the
business. Operating losses have been incurred to date, and will continue to
incur as the Company continues to use, rather than provide, working capital in
its operations. The Company will produce, market and distribute information,
education and financial products and services to small businesses and their
owners.
The Company will recognize revenues from the sale of its products upon shipment.
RESULTS OF OPERATIONS
- ---------------------
NET REVENUES
- ------------
As a development stage company, the Company had no revenues for the years ended
December 31, 1998 and December 31, 1997, nor since inception through December
31, 1996.
COSTS AND EXPENSES
- ------------------
As a development stage company, the Company had no costs and expenses for the
years ended December 31, 1998 and December 31, 1997. From inception through
December 31, 1996, the Company's expenses in the amount of $1,050 consisted of
costs related to the incorporation of the Company and issuance of common stock.
OTHER INCOME (EXPENSE)
- ----------------------
The Company had no other income or expenses for the years ended December 31,
1998 and December 31, 1997, nor since inception through December 31, 1996.
PROVISION FOR INCOME TAXES
- --------------------------
The Company had no income nor income taxes for the years ended December 31, 1998
and December 31, 1997, nor since inception through December 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash and cash equivalents remained unchanged at fifty dollars
($50.00) at December 31, 1998, December 31, 1997 and December 31, 1996.
The Company had no liabilities at December 31, 1998, December 31, 1997, and
December 31, 1996.
The Company's management currently believes that inflation has not had a
material impact on continuing operations.
<PAGE>
YEAR 2000
- ---------
Like many other companies, the year 2000 computer issue creates risk for the
Company. The overall cost of the Company's year 2000 compliance plan is a minor
portion of the Company's anticipated total information technology budget and is
not expected to materially delay the implementation of any other unrelated
projects that are planned to be undertaken by the Company. Based on currently
available information, management does not believe that the year 2000 issue
discussed above relates to the Company's internal systems or its products sold
to customers, or that it will have a material adverse impact on the Company's
financial condition or results of operations; however, the specific extent to
which the Company may be affected by such matters is not certain. In addition,
there can be no assurance that the failure by a supplier or another third party
to ensure year 2000 compatibility would not have a material adverse effect on
the Company.
FACTORS AFFECTING FUTURE PERFORMANCE
- ------------------------------------
In connection with the Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act"), the Company has disclosed certain cautionary
information to be used in connection with written materials (including this FORM
10-SB) that may contain "forward-looking statements" within the meaning of the
Litigation Reform Act. Such statements consist of any statement other than a
recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate", "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The listener or reader is cautioned that all forward-looking
statements are necessarily speculative and there are numerous risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements. For discussion that
highlights some of the more important risks identified by management, but which
should not be assumed to be the only factors that could affect future
performance, see the "Risk Factors" section of Item 1., which is incorporated
herein by reference. The reader is cautioned that the Company does not have a
policy of updating or revising forward-looking statements and thus he or she
should not assume that silence by management over time means that actual events
are bearing out as estimated in such forward-looking statements.
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 18 1996
No. C23734-96
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
ENVIRONMENTAL SOLUTIONS NOW!
The undersigned natural person, who is at least eighteen (18) years of
age, for the purpose of forming a Private Corporation, under and subject to the
provisions of NRS 78.010, et seq., hereby adopts the following Articles of
Incorporation:
ARTICLE ONE
NAME. The name of the Corporation is ENVIRONMENTAL SOLUTIONS NOW!
ARTICLE TWO
REGISTERED OFFICE AND RESIDENT AGENT. The registered office of the
Corporation shall be located at 1005 Terminal Way, Suite 110, Reno, Nevada
89502. The initial Resident Agent at such address is CORPORATE OFFICE SERVICES.
The Board of Directors may establish, from time to time, other places of
business within and without the State of Nevada for the conduct of its business.
ARTICLE THREE
DURATION. The Corporation shall have perpetual existence.
ARTICLE FOUR
PURPOSES. The purpose, object and nature of the business for which
this Corporation is organized are:
(a) To engage in any lawful activity.
ARTICLE FIVE
SHARES OF STOCK. The total number of authorized shares of the Corporation shall
be 1,500,000 (ONE MILLION FIVE HUNDRED THOUSAND). 1,000,000 (ONE MILLION) voting
common shares with .001 (ONE TENTH OF ONE CENT) par value and 500,000 (FIVE
HUNDRED THOUSAND) preferred shares with .001 (ONE TENTH OF ONE CENT) par value.
Authority shall be vested in the board of directors to change the class, the
number of each class of stock and the voting powers, designations, preferences,
limitations, restrictions, and relative rights of each class of stock. The
classes shall be Class A, Preferred and Class B, Common.
ARTICLE SIX
DIRECTOR. The business and affairs of the Corporation shall be
conducted by a Board of Directors. The number of directors constituting the
initial Board of Directors in [sic] one (1), and the name and address of the
person who is to serve as sole Director until the first Annual Meeting or until
his successor(s) are elected and qualified is:
NAME ADDRESS
Daniela Peterson 1005 Terminal Way, Suite 110
Reno, Nevada 89502
<PAGE>
The Directors may, at any time prior to the first meeting of the Board
of Directors, elect or appoint additional Directors, not exceeding the number
set forth in the by-laws, to serve until his successors are elected and
qualified. Thereafter, vacancies on the Board of Directors, however arising, may
be filled from time to time by the remaining Directors.
The successors of the first Board of Directors shall be elected at the
Annual Meeting of the Shareholders to be held on the date and at the time
provided in the time provided in the by-laws. The Directors shall hold office
for one year or until they are removed or their successors have been duly
qualified, as provided in the by-laws.
The Board of Directors shall elect or appoint a President, a
Secretary, a Treasurer, a Resident Agent and such other Officers or Agents for
the administration of the business of the Corporation as it shall from time to
time determine. Such persons need not be shareholders of the Corporation or
members of the Board of Directors.
ARTICLE SEVEN
LIMITED LIABILITY OF OFFICERS AND DIRECTORS. No officer or Directors
of the Corporation shall be liable to the Corporation or its shareholders for
the damages for the breach of a fiduciary duty as a Director or Officer other
than: (a) acts or omissions which involve intentional misconduct, fraud or a
known violation of the law: or (b) the payment of dividends in violation of NRS
78.300.
The Corporation may purchase or maintain insurance or make other
financial arrangements on behalf of any person who is or was a Director,
Officer, Employee, or Agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, Officer, Employee or Agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as Director, Officer, Employee or Agent, or arising of his status as
such, whether or not the Corporation has the authority to indemnify him against
such liability or expense.
The Corporation shall indemnify all of its Officers and Directors
past, present, and future against any and all expenses incurred by them, and
each of them, including, but not limited to, legal fees, judgments and penalties
which may be incurred, rendered or levied in any legal action or administrative
proceeding brought against them for any act or omission alleged to have been
committed while acting within the scope of their duties as Officers of Directors
of the Corporation. The expenses of Officers and Directors incurred in defending
any legal action or administrative proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the Officer or
Director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he/she is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
rights of indemnification which the Officers and Directors may have or hereafter
acquire. Without limitation of the foregoing, the Board of Directors may adopt
by-laws from time to time to provide the fullest indemnification permitted by
the Laws of the State of Nevada.
<PAGE>
ARTICLE EIGHT
ASSESSMENTS. To the extent permitted by law, the private property of
each and every Stockholder, Officer, and Director of the Corporation, real or
personal, tangible or intangible, now owned or hereafter acquired by any of
them, is and shall forever be exempt from all debts and obligations of the
Corporation of any debt of the Corporation.
ARTICLE NINE
NO PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board
of Directors of the Corporation, no holder of any shares of the stock of the
Corporation shall have any preemptive right to purchase, subscribe for or
otherwise acquire any shares of the stock of the Corporation of any class now or
hereafter authorized, or any securities exchangeable for or convertible into any
such shares, or other instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire such shares.
ARTICLE TEN
NO CUMULATIVE VOTING. Election of Directions of the Corporation shall
be by majority vote of the shareholders. There shall be no cumulative voting.
ARTICLE ELEVEN
INCORPORATOR. The name and address of the Incorporator executing these
Articles of Incorporation is as follows:
NAME ADDRESS
Daniela Peterson 1005 Terminal way, Suite 110
Reno, NV 89502
ARTICLE TWELVE
AMENDMENT. These Articles of Incorporation may be amended by the
affirmative vote of a majority of the Shareholders entitled to vote on each such
amendment.
<PAGE>
IN WITNESS WHEREOF, the undersigned Incorporator has executed these
Articles of Incorporation on this 12th day of November, 1996.
/s/ DANIELA PETERSON
--------------------------------
Daniela Peterson
STATE OF NEVADA )
)
COUNTY OF WASHOE )
On this 12th day of November, 1996 before me appeared Daniela Peterson, who
acknowledged to me that they executed the Articles of Incorporation.
JILL J. ROBINSON /s/ Jill J. Robinson
Notary Public - State of Nevada ----------------------------
[Notary stamp here] NOTARY PUBLIC
In matter of the above named corporation I, CORPORATE OFFICE SERVICES, INC.,
accept the appointment as resident agent.
/s/ Daniela Peterson
- --------------------------------
Daniela Peterson
<PAGE>
BY-LAWS OF
SUCCESS DEVELOPMENT GROUP, INC,
a Nevada Corporation
ARTICLE I MEETINGS OF STOCKHOLDERS
ANNUAL MEETING
Section 1. The annual meeting of the stockholders of this corporation
shall be held at the office of the corporation in the city of Reno, Nevada, on
the 25th day of November, at 12, o'clock P.M each and every year, beginning in
1996, or at such other places and times as the directors shall from time to time
determine. The purpose of this meeting shall be for the election of directors
and such other business as may properly come before said meeting. Notice of the
time, place and object of such meeting shall be given by publication thereof by
serving personally or by mailing at least ten (10) days prior to such meeting,
postage prepaid, a copy of such notice, addressed to each stockholder at his
residence or place of business, as the same shall appear on the books of the
corporation. No business other than that stated in such notice shall be
transacted at such meeting without the unanimous consent of all the stockholders
thereat, in person or by proxy.
SPECIAL MEETINGS
Section 2. Special meetings of stockholders, other than those regulated by
statute, may be called at any time by the president or by a majority of the
directors. It shall also be the duty of the president to call such meetings
whenever requested to do so by the holder of the majority share of the capital
stock of the corporation. A notice of every meeting stating the time and, place
and object thereof, shall be given by mailing, postage prepaid, at least ten
(10) days before such meeting, a copy of such notice addressed to each
stockholder at his post office as the same appears on the books of the
corporation.
<PAGE>
QUORUM
Section 3. At all meetings of the stockholders, there shall be present,
either in person or by proxy, stockholders owning 51 percent of the capital
stock of the corporation in order to constitute a quorum. If a quorum is not
present, the stockholders present in person or by proxy may adjourn to such
future time as shall be agreed upon by them, and notice of such adjournment
shall be mailed, postage prepaid, to each stockholder at least ten (10) days
before such adjourned meeting; But if a quorum is present, they may adjourn from
day to day as they see fit, and no notice of such adjournment need be given.
VOTING CAPACITY
Section 4. At all meetings of the stockholders, each stockholder shall be
entitled to one vote for each share of stock in his own name on the books of the
corporation, whether represented in person or by proxy. All proxies shall be in
writing and signed.
ORDER OP BUSINESS
Section 5. At all meetings of stockholders the following shall be the
order of business so far as is practicable:
1. Calling the roll
2. Reading, correcting, and approving of the minutes of the previous
meeting
3. Reports of officers
4. Reports of committees
5. Unfinished business
6. New business
7. Election of directors
8. Miscellaneous business
<PAGE>
ARTICLE II DIRECTORS
ELECTION
Section 1. The board of directors of this corporation, consisting of at
least one (1) person, shall be elected for the term of one (1) year at the
annual meeting of stockholders, except as hereinafter otherwise provided for
filling vacancies. The directors shall be chosen by a majority vote of the
stockholders, voting either in person or by proxy, at such annual election.
VACANCIES
Section 2. Vacancies in the board of directors, occurring during the year,
shall be filled for the unexpired term by a majority vote of the remaining
directors at any special meeting called for that purpose, or at any regular
meeting of the board.
DEATH OR RESIGNATION OF ENTIRE BOARD
Section 3. In case the entire board of directors shall die or resign, any
stockholder may call a special meeting in the same manner that the president may
call such meetings, and directors for the unexpired term may be elected at such
special meeting in the manner provided for their election at annual meetings.
RULES AND REGULATIONS
Section 4. The directors shall have the general control and management of
the business and affairs of the company and shall exercise all the powers that
may be exercised or performed by the corporation. The board of directors may
adopt such rules and regulations for the conduct of their meetings and
management of the affairs of the corporation as they may deem proper, not
inconsistent with the laws and statutes of the state of Nevada, the Articles of
Incorporation or these by-laws. Such management will be by majority vote of the
board of directors with each director having an equal vote.
<PAGE>
TIME OF MEETING
Section 5. The board of directors shall meet regularly on the 25th day of
November, at 12, o'clock P.M each and every year, beginning in 1996 at the
office of the company at Reno, Nevada, or at such other places and times as the
board of directors shall by resolution appoint. On the request of the president
or any director, the secretary shall call a special meeting of the board. The
secretary shall give each director at least ten (10) days prior notice of such
meeting. Special meetings may also be called by execution of the appropriate
waiver of notice as contained in Article VI of these by-laws.
RESOLUTIONS
Section 6. A resolution, in writing, signed by all or a majority of the
members of the board of directors, shall constitute action by the board of
directors to the effect therein expressed, with the same force and effect as
tough such resolution had been passed at a duly convened meeting; and it shall
be the duty of the secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
COMMITTEES
Section 7. All committees shall be appointed by the board of directors.
The directors may, by majority resolution, designate one or more committees with
a director or directors to manage the business or any aspect of the business and
to have full powers.
ARTICLE III OFFICERS
Section 1. The officers of this corporation shall consist of a president,
secretary, treasurer, resident agent and such other officers as shall be elected
or appointed by the board of directors. The salaries of such officers shall be
fixed by the board of directors and may be changed from time to time by a
majority vote of the board. Each officer shall serve for a term of one (1) year
or until their successors are chosen and
<PAGE>
qualified. Officers may be re-elected or re-appointed for successive annual
terms. Additional officers elected or appointed by the board of directors shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined by the board of directors.
DUTIES OF THE PRESIDENT
Section 2. The president shall preside at all meetings of the board of
directors, and shall act as temporary chairman at, and call to order all the
meetings of the stockholders. The president shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the board of directors. The president shall have general management of the
affairs of the corporation, subject to the board of directors, and shall perform
all duties as are incidental to his office or are required of him by the board
of directors.
DUTIES OF VICE-PRESIDENT
Section 3. The vice-president shall, in the absence or incapacity of the
president, perform the duties of the president and shall have such powers and
such duties as may be assigned to him by the board of directors.
DUTIES OF THE SECRETARY
Section 4. The secretary shall keep the minutes of the board of directors,
and also the minutes of the meetings of stockholders; he shall attend to the
giving and serving of all notices of the company, shall have charge of the books
and papers of the corporation and shall make such reports and perform such other
duties as are incidental to his office and as the board of directors may direct.
The secretary shall be responsible that the corporation complies with Section
78.105 of the Nevada Corporation Laws by supplying to the Nevada resident agent
or principal office in Nevada, any and all amendments to the corporation's
Articles of Incorporation and any and all amendments or changes to the by-laws
of the
<PAGE>
corporation. Also in compliance with Section 78.105 of the same laws, he will
also maintain and supply to the Nevada resident agent or principal office in
Nevada, a current statement setting forth the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger specified in the section is kept.
DUTIES OF THE TREASURER
Section 5. The treasurer shall have the care and custody of all the funds
and securities of the corporation and shall keep regular books of account. He
shall disburse the funds of the corporation in payment of the just demands
against the corporation, or as may be ordered by the board of directors, making
proper such vouchers for such disbursements and shall render to the board of
directors or stockholders, as may be required of him, an account of all his
transactions as treasurer and of the financial condition of the corporation. He
shall perform all other duties as are incidental to his office or as properly
required of him by the board of directors.
DUTIES OF THE RESIDENT AGENT
Section 6. The resident agent shall be in charge of the corporation's
registered or principal office in the state of Nevada, upon whom process against
the corporation may be served and shall perform all duties as required of him by
statute.
ARTICLE IV STOCK
Section 1. This corporation may issue two classes of stock. Authority
shall be vested in the board of directors to change the class, the number of
each class of stock and the voting powers, designations, preferences,
limitations, restrictions, and relative rights of each class of stock. The
classes shall be Class A, Preferred; Class B, Common.
<PAGE>
Section 2. Certificates of stock shall be in a form approved by the board
of directors and shall be consecutively numbered. The name of the person owning
the shares represented by each certificate, with the number of such shares and
the date of issue, shall be entered on the company's books. The president and
secretary shall sign all certificates of stock issued by the corporation. All
certificates of stock transferred by endorsement therein shall be surrendered by
cancellation and new certificates issued to the purchaser or assignee.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except, in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under by-law, agreement, vote of stockholders or otherwise.
ARTICLE VI WAIVER OF NOTICE
Section 1. Whenever, under the provisions of these by-laws or of any of
the corporate laws, the stockholders or directors are required to give notice or
allow a lapse of time after such notice for authorization to hold a meeting,
such meeting may be held without such notice and without such lapse of time by
execution of the appropriate waiver of notice by a majority of the directors of
the corporation.
<PAGE>
ARTICLE VII AMENDMENTS
Section 1. These by-laws may be amended at any stockholders' meeting by a
vote of the stockholders owning a majority of the stock, represented either in
person or by proxy, provided the proposed amendment is included in the notice of
such meeting. The board of directors may amend the by-laws or adopt additional
by-laws, but shall not alter or repeal any by-laws adopted by the corporation. A
copy of any amended by-laws shall be sent to each stockholder and to the
resident agent within ten (10) days after the adoption of the same.
********************************************************************************
CERTIFIED TO BE THE BY-LAWS OF:
SUCCESS DEVELOPMENT GROUP, INC
By: /s/ signature
----------------------
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital or Issuance of Stock) Filed By:
Keith C. Moore and -----------------------------
- ------------------------------------- --------------------------------------
Name of Incorporator or Director Name of Incorporator or Director
certify that:
1. They constitute at least two-thirds of the original incorporators
of Environmental Solutions Now!
_____, a Nevada corporation.
2. The original Articles were filed in the Office of the Secretary
of State on 11/18/96
_____.
3. As of the date of this certificate, no stock of the corporation
has been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation:
Article(s) ONE is/are amended to read as follows:
NAME. The name of the Corporation is SUCCESS DEVELOPMENT GROUP., INC.
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 28 1999
No. C23734-96
DEAN HELLER, SECRETARY OF STATE
State of CALIFORNIA )
)SS.
County of ORANGE )
On this 2/20/99 day of _________, 1999, personally appeared before me,
a Notary Public, KEITH C. MOORE and ____________, who acknowledged that he
executed the above instrument.
(Notary Stamp or Seal)
/s/ Jerald Guberman
------------------------------
[Notary Stamp here] Signature of Notary
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital or Issuance of Stock) Filed By:
Keith C. Moore and ----------------------------
- ------------------------------------- --------------------------------------
Name of Incorporator or Director Name of Incorporator or Director
certify that:
1. They constitute at least two-thirds of the original incorporators
of Success Development Group, Inc.
_____, a Nevada corporation.
2. The original Articles were filed in the Office of the Secretary
of State on Nov 18, 1996
_____.
3. As of the date of this certificate, no stock of the corporation
has been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation:
Article(s) FIVE is/are amended to read as fellows
SHARES OF STOCK. The total number of authorizes shares of the Corporation
shall be 25,000,000 (TWENTY FIVE MILLION). 20,000,000 (TWENTY MILLION)
voting common shares with .001 (ONE TENTH OF ONE CENT) par value and
5,000,000 (FIVE MILLION) preferred shares with .001 (ONE TENTH OF ONE CENT)
par value. Authority shall be vested in the board of directors to change
the class, the number of each class of stocks and the voting powers,
designations, preferences, limitations, restrictions, and relative rights
of each class of stock. The classes shall be Class A, preferred and Class
B, Common.
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 05 1999
No C23734-96
DEAN HELLER, SECRETARY OF STATE
/s/ signature
------------------------------
President's Signature
/s/ signature
------------------------------
Secretary's Signature
State of CALIFORNIA )
)SS.
County of ORANGE )
On this 10 day of March, 1999, personally appeared before me, a Notary
Public, Keith Moore and __________________ who acknowledged that he executed the
above instrument.
(Notary Stamp or Seal)
[ Notary Stamp here]
/s/ Robyn S. Bogle
-----------------------------
Signature of Notary
"ATTACHED DOCUMENT
BEARS THIS EMBOSSMENT"
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<FISCAL-YEAR-END> DEC-31-1999
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0
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