U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SOUTHERN GROUP INTERNATIONAL, INC.
----------------------------------------------
(Name of Small Business Issuer in its charter)
Florida 65-0601272
- ------------------------------- -----------------
(State or other jursidiction of (I.R.S. I.D. No.)
incorporation or organization)
90 Adams Avenue, Hauppauge, New York, 11788
----------------------------------------------------
(Address of principal executive offices) (zip code)
Issuer's telephone number (516) 231-2000
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None
------------------- ------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock $.0001 par value
-----------------------------
(Title of class)
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
Form 10-SB
Table of Contents Page
PART 1
------
Item 1. Description of Business ...................................... 1
Item 2. Management's Discussion and Analysis
of Financial Conditions and Results of Operation .... 2
Item 3. Description of Property ...................................... 3
Item 4. Security Ownership of Certain Beneficial
Owners and Management ............................... 3
Item 5. Directors, Executive Officers, Promoters
and Control Persons ................................. 4
Item 6. Executive Compensation ....................................... 4
Item 7. Certain Relationships and Related Transactions ............... 5
Item 8. Description of Securities .................................... 5
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and other Stockholder Matters ......... 6
Item 2. Legal Proceedings ............................................ 6
Item 3. Changes in and Disagreements with Accountants ................ 6
Item 4. Recent Sales of Unregistered Securities ...................... 6
Item 5. Indemnification of Directors and Officers .................... 7
PART F/S
Financial Statements .................................................. F-1
PART III
Item 1. Index to Exhibits ............................................ 7
Item 2. Description of Exhibits ...................................... 7
Signature Page ........................................................ 8
i
<PAGE>
PART 1
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This registration statement contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company and management. When used in this document, the words
"anticipate", "believe", "estimate", "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted,
should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
Item 1. Description of Business.
Southern Group International, Inc. (the "Company") was incorporated on
August 10, 1995 under the name of Future Vision Products, Inc. The Company
changed its name to Hydrogen Technology, Inc. on August 11, 1995, and on January
4, 1996 the Company changed its name to Southern Group International, Inc.
The Company 's principal business objective is to seek long-term growth
potential in a business combination or reverse merger. The Company is not
restricted in its search as to any specific business, industry or geographic
location. The Company is a development stage company that has not had any
business activities which have provided any revenue since inception.
Governmental Regulations
Corporations in the United States are subject to various levels of
regulation, depending on the nature of the business in which the corporation is
engaged. Once the Company selects a specific business activity, it may become
subject to regulation by various governmental agencies.
Trademarks and Logos
Depending on the business activity in which the Company eventually becomes
engaged, it may use trademarks and logos in its business.
1
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion of the results of operations and financial
condition should be read in conjunction with the audited financial statements
and related notes appearing subsequently under the caption "Financial
Statements".
Cautionary Statement on Forward-Looking Statements
From time to time, the Company makes oral and written statements that may
constitute "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 (the "PSLRA") or by the Commission in its rules,
regulations and releases. The Company desires to take advantage of the "safe
harbor" provisions in the PSLRA for forward-looking statements made from time to
time, including, but not limited to, the forward-looking statements relating to
the Company contained in this Form 10-SB registration statement.
The Company cautions readers that any such forward-looking statements made
by or on behalf of the Company are based on management's current expectations
and beliefs but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements.
The Company has not conducted any business activity to date. Depending on
the business in which the Company eventually engages, it may be affected by a
wide variety of factors that could materially and adversely affect revenues and
profitability. These include (i) factors relating to competition, such as
competitive pricing pressure and the potential introduction of new products by
competitors, (ii) sales and distribution factors such as the loss of a
significant sales representative, and (iii) various other factors, including
levels of expense relative to revenue levels, personnel changes and expenses
that may be incurred in litigation. The Company was founded on August 10, 1995
and is in the development stage. To date, the Company has not conducted any
business operations or had any revenue.
Liquidity and Capital Resources
The Company currently believes that it has adequate cash resources to fund
current operations. There can be no assurance, however, that the Company's
actual capital needs will not exceed anticipated levels, or that the Company
will generate sufficient revenues to fund its operations in the absence of other
sources.
2
<PAGE>
Item 3. Properties
The Company leases no offices and owns no properties or other facilities.
The executive and operational headquarters of the Company are located at 90
Adams Avenue, Hauppauge, New York 11788, and are furnished by a company
affiliated with management, without charge.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
As of June 3, 1999, the Company had issued and outstanding 1,245,800 shares
of its Common Stock. The following table sets forth as of June 3, 1999, certain
information regarding beneficial ownership of the Common Stock by (i) those
persons beneficially holding more than five percent of the Company's Common
Stock, (ii) the Company's directors who beneficially own shares of the Common
Stock, (iii) the officers named in the Summary Compensation table below, and
(iv) all of the Company's directors and officers as a group.
Name and Address Amount of Shares Percent
of Beneficial Owner (1) of Beneficial Owner of Class
- ---------------------------------------------------------------------------
Beresford Overseas Limited ............ 300,000 24.08
P.O. Box 174
St. James Chambers
Athol Street
Douglas, Isle of Man 1M99 1PP
Amit Rametra .......................... 44,500 3.57
27 Riesling Court
Commack, NY 11725
Surinder Rametra(2) ................... 684,500 54.94
27 Riesling Court
Commack, NY 11725
Rahul Rametra ......................... 2,000 *
209 Crombie Street
Huntington Station, NY 11746
Seema Wasil ........................... 27,000 2.17
91 Edwards Street, #2A
Roslyn Heights, NY 11757
All officers & directors ............ 73,500 5.9%
as a Group (3 persons)
* Less than 1%
(1) For purposes of the table, a person is considered to "beneficially own" any
shares with respect to which he/she directly or indirectly has or shares voting
or investment power or of which he or she has the right to acquire the
beneficial ownership within 60 days. Unless otherwise indicated and subject to
applicable community property law, voting power and investment power are
exercised solely by the person named above or shared with members of his or her
household.
(2) Includes 170,000 shares held by Nirmala Rametra, Surinder Rametra's wife,
and 57,500 shares held by S&N Associates, a partnership controlled by Surinder
Rametra and Nirmala Rametra.
3
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and executive officers of the Company and their ages as of
the date of this document are as follows:
Name Age Position
- ---------------------------------------------------------------
Amit Rametra 21 President & a Director
Seema Wasil 30 Secretary & a Director
Rahul Rametra 25 A Director
Amit Rametra is President and Director of Southern Group International,
Inc. He is not an officer or director of any other company.
Seema Wasil is Secretary, Treasurer and Director of Southern Group
International, Inc.. She is President of Global InterNet, Inc., a private
entity; and Secretary of Chrono Designs, Inc. a private entity.
Rahul Rametra is Director of Southern Group International, Inc. and
Secretary of Global InterNet, Inc., a private entity.
Amit Rametra and Seema Wasil are brother and sister and Rahul Rametra is their
cousin.
Item 6. Executive Compensation.
Compensation for the officers of the Company is presented below. There are
no other benefits or compensation provided.
Name Position Year Salary Other
- --------------------------------------------------------------------------------
None.
Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Value
The Company does not have any officer or director stock option plan. The
Company intends to incorporate one after a public offering. The Company does not
have an employee stock option plan (ESOP). The Company intends to incorporate
one after a public offering.
The following table shows all the cash compensation paid by the Company as
well as certain other compensation paid during the fiscal years indicated. No
Executive Officer received total annual salary and bonus in excess of $100,000.
4
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
---------------------------------------- ------------------------- -----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name and Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Awards($) SARs Payouts($) sation($)
- -------- ---- --------- -------- --------- ---------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None.
</TABLE>
Option/SAR Grants in Last Fiscal Year. There were no option/SAR Grants in the
last fiscal year.
Compensation of Directors
The Company's directors serve without compensation.
Item 7. Certain Relationships and Related Transactions.
The Company has engaged in no "Related Transactions" within the meaning of
Item 404 of Regulation S-B during the last two years.
Item 8. Description of Securities.
Common Stock
The Company has authorized 80,000,000 shares of Common Stock par value
$0.0001. Each outstanding Share of Common Stock is entitled to one vote, either
in person or by proxy, on all matters that may be voted upon by the owners
thereof at meetings of the stockholders.
The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefor, when, and if declared by the Board of
Directors of the Company; (ii) are entitled to Share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do
not have preemptive, subscription or conversion rights, or redemption or sinking
fund provisions applicable thereto; and (iv) are entitled to one non-cumulative
vote per Share on all matters on which stockholders may vote at all meetings of
stockholders.
5
<PAGE>
PART II
Item I. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
(a) Market Information
The Company's Common Stock ($0.0001 par value, all of which are one class)
is not publicly traded.
(b) Holders
The approximate number of record holders of the Company's Common Stock as
of June 3, 1999 was 66, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of June 3, 1999 was
1,245,800 shares.
(c) Dividends
The Company has not paid or declared any dividends upon its Common Stock
since its inception and, by reason of its present financial status and its
contemplated financial requirements, does not contemplate or anticipate paying
any dividends upon its Common Stock in the foreseeable future.
Item 2. Legal Proceedings
The Company is not presently a party to any material litigation, nor to the
Company's knowledge is such litigation threatened.
Item 3. Changes in and Disagreements with Accountants
The Company has had no changes in or disagreements with accountants on
accounting or financial disclosure.
Item 4. Recent Sales of Unregistered Securities.
The following unregistered securities of the Company have been issued in
the past three years:
On March 1, 1999 the Company issued 6,000 restricted shares to a
non-affiliate.
On May 6, 1999, the Company issued the following restricted shares: (a)
42,500 restricted shares to an officer and director; (b) 25,000 restricted
shares to a director; (c) 25,000 restricted shares to a non-affiliate, and; (d)
207,500 restricted shares to an affiliate. On June 2, 1999, the Company issued
300,000 shares to an affiliate.
6
<PAGE>
All of the shares were exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933, as amended (the "Act").
Item 5. Indemnification of Directors and Officers
The Certificate of Incorporation and Bylaws of the Company contain
provisions limiting or eliminating the liability of directors of the Company to
the Company or its stockholders to the fullest extent permitted by the General
Corporation law of Florida and indemnifying officers and directors of the
Company to the fullest extent permitted by the General Corporation Law of
Florida. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act, and will
be governed by the final adjudication of such issue.
PART F/S
The Financial Statements of Southern Group International, Inc. required by
Regulation S-X commences on page F-1 hereof in response to Part F/S of this
Registration Statement on Form 10-SB, and are incorporated herein by this
reference.
PART III
Item I. and II. Index to Exhibits and Description
2.a.1 Articles of Incorporation
2.a.2 Articles of Amendment to the Articles of Incorporation - dated 8/10/95
2.a.3 Articles of Amendment to the Articles of Incorporation - dated 1/4/96
2.b By-Laws
7
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SOUTHERN GROUP INTERNATIONAL, INC.
Date: June 3, 1999 By:
- ------------------- ---------------------------------
Amit Rametra, President
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE PERIOD AUGUST 10, 1995 (INCEPTION) TO
DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page No.
AUDITOR'S REPORT ...................................................... 1
FINANCIAL STATEMENTS
Balance sheets ........................................................ 2
Statements of Operations .............................................. 3
Statement of Changes in Stockholders' Deficit ......................... 4
Statements of Cash Flows .............................................. 5
Notes to Financial Statements ......................................... 6
<PAGE>
STEWART H. BENJAMIN
CERTIFIED PUBLIC ACCOUNTANT, P.C.
27 SHELTER HILL ROAD
PLAINVIEW, NY 11803
TELEPHONE: (516) 933-9781
FACSIMILE: (516) 827-1203
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Southern Group International, Inc.
Hauppauge, New York
I have audited the accompanying balance sheets of Southern Group International,
Inc. (a development stage company) as of December 31, 1998 and 1997, and the
related statements of operations, stockholders' deficit and cash flows for the
years then ended and for the period from August 10, 1995 (inception), to
December 31, 1998. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Southern Group International, Inc.
as of December 31, 1998 and 1997, and the results of its operations and cash
flows for the years then ended and from August 10, 1995 (inception), to December
31, 1998, in conformity with generally accepted accounting principles.
Stewart H. Benjamin
Certified Public Accountant, P.C.
March 31, 1999
-1-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
--------- ---------
ASSETS
Current assets
<S> <C> <C>
Cash ................................................... $ 2,396 $ --
Loans receivable (Note 2) .............................. 51,634 --
-------- --------
Total assets ............................................... $ 54,030 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Loan payable (Note 3) .................................. $ 54,419 $ --
Accrued expenses ....................................... 200 --
-------- --------
Total liabilities .......................................... 54,619 --
-------- --------
Stockholders' deficit
Preferred stock, $.0001 par value, 10,000,000 shares
authorized and zero shares issued and outstand ..... -- --
Common stock, $.0001 par value, 80,000,000 shares
authorized and 645,800 shares issued and outstanding
in 1998 and 642,800 in 1997 ........................ 65 64
Additional paid-in capital ............................. 2,999 --
Deficit accumulated during the development stage ....... (3,653) (64)
-------- --------
Total stockholders' deficit ................................ (589) --
-------- --------
Total liabilities and stockholders' deficit ................ $ 54,030 $ --
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1998 and 1997, and the Period August 10, 1995
(Date of Inception), to December 31, 1998
<TABLE>
<CAPTION>
Aug. 10, 1995
Year Ended Year Ended (inception) to
December 31, December 31, December 31,
1998 1997 1998
------------ ------------ --------------
<S> <C> <C> <C>
Costs and expenses
General and administrative ........... $ 3,792 $ -- $ 3,856
--------- --------- ---------
Total costs and expenses ................. (3,792) -- (3,856)
--------- --------- ---------
Other income (expenses)
Interest income ...................... 833 -- 833
Interest expense ..................... (630) -- (630)
--------- --------- ---------
Total other income (expenses) ............ 203 -- 203
--------- --------- ---------
Net loss ................................. $ (3,589) $ -- $ (3,653)
========= ========= =========
Loss per common share .................... $ (.006) $ --
========= =========
Weighted average common shares outstanding $ 644,386 $ 642,800
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Period from August 10, 1995 (Date of Inception), to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Common stock Additional Accumulated
------------------ Paid-in From
Shares Amount Capital Inception Total
------- ------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Balances, August 10, 1995 ........... -- $ -- $ -- $ -- $ --
Issuance of common stock 642,800 64 -- -- 64
Net loss for the period ......... (64) (64)
------- ------- ---------- ----------- -------
Balances, December 31, 1995 642,800 64 -- (64) --
The Company was inactive
during 1996 ....................... -- -- -- -- --
------- ------- ---------- ----------- -------
Balances, December 31, 1996 642,800 64 -- (64) --
The Company was inactive
during 1997 ....................... -- -- -- -- --
------- ------- ---------- ----------- -------
Balances, December 31, 1997 642,800 64 -- (64) --
Issuance of common stoc ......... 3,000 1 2,999 -- 3,000
Net loss ........................ (3,589) (3,589)
------- ------- ---------- ----------- -------
Balances, December 31, 1998 645,800 $ 65 $ 2,999 $ (3,653) $ (589)
======= ======= ========== =========== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998 and 1997, and
the Period August 10, 1995 (Date of Inception),
to December 31, 1998
<TABLE>
<CAPTION>
Aug. 10, 1995
Year Ended Year Ended (inception) to
December 31, December 31, December 31,
1998 1997 1998
---------- -------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss .................................... $ (3,589) $ -- $ (3,653)
Adjustments to reconcile net loss to net
cash used in operating activities
Amortization ........................... -- -- --
Changes in assets and liabilities
Increase in accrued expenses ........ 200 -- 200
---------- -------------- ------------
NET CASH USED IN OPERATING ACTIVITIES (3,389) -- (3,453)
---------- -------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in notes receivable ................ (51,634) -- (51,634)
---------- -------------- ------------
NET CASH USED IN INVESTING ACTIVITIES (51,634) -- (51,634)
---------- -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term debt ............... 58,654 -- 58,654
Repayment of short-term debt ................ (4,235) -- (4,235)
Proceeds from issuance of common stock ...... 3,000 -- 3,064
---------- -------------- ------------
NET CASH PROVIDED BY FINANCING ACTIVI 57,419 -- 57,483
---------- -------------- ------------
NET INCREASE IN CASH ............................ 2,396 -- 2,396
CASH - BEGINNING OF YEAR ........................ -- -- --
---------- -------------- ------------
CASH - END OF YEAR .............................. $ 2,396 $ -- $ 2,396
========== ============== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 630 $ -- $ 630
========== ============== ============
Income taxes $ -- $ -- $ --
========== ============== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The financial statements presented are those of Southern Group International,
Inc., a development stage company (the "Company"). The Company was incorporated
under the laws of the state of Florida on August 10, 1995. The Company's
activities, to date, have been primarily directed towards the raising of
capital.
As shown in the financial statements, as of December 31, 1998, the Company has
incurred an accumulated deficit of $3,653. The Company's continued existence is
dependent on its ability to generate sufficient cash flow to meet its
obligations on a timely basis. Accordingly, the financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue in existence. The Company has been exploring sources to obtain
additional equity or debt financing. The Company has also indicated its
intention to participate in one or more as yet unidentified business ventures,
which management will select after reviewing the business opportunities for
their profit or growth potential.
Loss Per Common Share
Loss per common share is computed by dividing the net loss by the weighted
average shares outstanding during the period.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reporting amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
-6-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - LOANS RECEIVABLE
Loans receivable at December 31, 1998 consisted of the following:
Loan receivable from officer, balance due
December 1999, with no interest $ 800
Loan receivable from foreign corporation, interest
at 10%, balance due December 1999 50,834
------
Total $51,634
=======
NOTE 3 - LOAN PAYABLE
The Company has a bank line-of-credit which provides borrowings up to $75,000.
The line-of-credit is uncollateralized, and principal and interest on advances
are payable monthly at the bank prime rate plus 1%. The line-of-credit is due to
expire in October 2001. There was an outstanding balance on this line-of-credit
of $54,419 at December 31, 1998, which the Company expects to repay by December
31, 1999.
-7-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
AND FOR THE PERIOD AUGUST 10, 1995 (INCEPTION) TO
MARCH 31, 1999
<PAGE>
TABLE OF CONTENTS
Page No.
ACCOUNTANT'S REPORT................................................ 1
FINANCIAL STATEMENTS
Balance sheet.................................................. 2
Statements of Operations....................................... 3
Statement of Changes in Stockholders' Deficit.................. 4
Statements of Cash Flows....................................... 5
Notes to Financial Statements.................................. 6
<PAGE>
STEWART H. BENJAMIN
CERTIFIED PUBLIC ACCOUNTANT, P.C.
27 SHELTER HILL ROAD
PLAINVIEW, NY 11803
TELEPHONE: (516) 933-9781
FACSIMILE: (516) 827-1203
To the Board of Directors and Shareholders
Southern Group International, Inc.
Hauppauge, New York
I have compiled the accompanying balance sheet of Southern Group International,
Inc. (a development stage company) as of March 31, 1999, and the related
statements of operations, stockholders' deficit and cash flows, for the three
months then ended and for the period from August 10, 1995 (inception), to March
31, 1999, in accordance with Statements on Standards for Accounting and Review
Services, issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
/s/ Stewart H. Benjamin
------------------------
Stewart H. Benjamin
Certified Public Accountant, P.C.
Plainview, New York
April 1, 1999
-1-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31, 1999
ASSETS
Current assets
Cash ......................................................... $ 6,412
Loan receivable (Note 2) ..................................... 51,850
--------
Total assets ..................................................... $ 58,262
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Loan payable (Note 3) ........................................ $ 27,057
Loans payable - stockholders (Note 4) ........................ 37,871
Accrued expenses ............................................. 200
--------
Total liabilities ................................................ 65,128
Stockholders' deficit
Preferred stock, $.0001 par value, 10,000,000 shares
authorized and zero shares issued and outstanding ........ --
Common stock, $.0001 par value, 80,000,000 shares
authorized and 645,800 shares issued and outstanding ..... 65
Additional paid-in capital ................................... 2,999
Deficit accumulated during the development stage ............. (9,930)
--------
Total stockholders' deficit ...................................... (6,866)
--------
Total liabilities and stockholders' deficit ...................... $ 58,262
========
See accompanying notes and accountant's compilation report.
-2-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three Months Aug. 10, 1995
Ended (inception) to
March 31, March 31,
1999 1999
------------ -------------
Costs and expenses
General and administrative ................ $ 5,305 $ 9,161
--------- ---------
Total costs and expenses ...................... (5,305) (9,161)
--------- ---------
Other income (expenses)
Interest income ........................... 1,017 1,850
Interest expense .......................... (1,989) (2,619)
--------- ---------
Total other income (expenses) ................. (972) (769)
--------- ---------
Net loss ...................................... $ (6,277) $ (9,930)
========= =========
Loss per common share ......................... $ (.01)
=========
Weighted average common shares outstanding .... 645,800
=========
See accompanying notes and accountant's compilation report.
-3-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Period from August 10, 1995 (Date of Inception), to March 31, 1999
<TABLE>
<CAPTION>
Deficit
Common stock Additional Accumulated
------------------ Paid-in From
Shares Amount Capital Inception Total
-------- ------ ------- --------- -------
<S> <C> <C> <C> <C> <C>
Balances, August 10, 1995 ......... -- $ -- $ -- $ -- $ --
Issuance of common stock 642,800 64 -- -- 64
Net loss for the period ....... (64) (64)
------- ----- ------ ------- -------
Balances, December 31, 1995 642,800 64 -- (64) --
The Company was inactive
during 1996 ..................... -- -- -- -- --
------- ----- ------ ------- -------
Balances, December 31, 1996 642,800 64 -- (64) --
The Company was inactive
during 1997 ..................... -- -- -- -- --
------- ----- ------ ------- -------
Balances, December 31, 1997 642,800 64 -- (64) --
Issuance of common stock....... 3,000 1 2,999 -- 3,000
Net loss ...................... (3,589) (3,589)
------- ----- ------ ------- -------
Balances, December 31, 1998 645,800 65 2,999 (3,653) (589)
Net loss for the period ....... (6,277) (6,277)
------- ----- ------ ------- -------
Balances, March 31, 1999 ......... 645,800 $ 65 $2,999 $(9,930) $(6,866)
======= ===== ====== ======= =======
</TABLE>
See accompanying notes and accountant's compilation report.
-4-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Aug. 10, 1995
Ended (inception) to
March 31, March 31,
1999 1999
------------ --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ......................................... $ (6,277) $ (9,930)
Adjustments to reconcile net loss to net
cash used in operating activities
Amortization ................................ -- --
Changes in assets and liabilities
Increase in accrued expenses ............. -- 200
-------- --------
NET CASH USED IN OPERATING ACTIVITIES ....... (6,277) (9,730)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in loan receivable ........... (1,017) (51,850)
-------- --------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (1,017) (51,850)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term debt .................... 38,671 98,892
Repayment of short-term debt ..................... (27,362) (33,965)
Proceeds from issuance of common stock ........... -- 3,064
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 11,309 67,991
-------- --------
NET INCREASE IN CASH ................................. 4,015 6,411
CASH - BEGINNING OF PERIOD ........................... 2,396 --
-------- --------
CASH - END OF PERIOD ................................. $ 6,411 $ 6,411
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest .................................... $ 1,989 $ 2,619
======== ========
Income taxes ................................ $ -- $ --
======== ========
</TABLE>
See accompanying notes and accountant's compilation report.
-5-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The financial statements presented are those of Southern Group International,
Inc., a development stage company (the "Company"). The Company was incorporated
under the laws of the state of Florida on August 10, 1995. The Company's
activities, to date, have been primarily directed towards the raising of
capital.
As shown in the financial statements, as of March 31, 1999, the Company has
incurred an accumulated deficit of $9,930. The Company's continued existence is
dependent on its ability to generate sufficient cash flow to meet its
obligations on a timely basis. Accordingly, the financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue in existence. The Company has been exploring sources to obtain
additional equity or debt financing. The Company has also indicated its
intention to participate in one or more as yet unidentified business ventures,
which management will select after reviewing the business opportunities for
their profit or growth potential.
Loss Per Common Share
Loss per common share is computed by dividing the net loss by the weighted
average shares outstanding during the period.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reporting amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
-6-
<PAGE>
SOUTHERN GROUP INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - LOAN RECEIVABLE
The Company made a loan of $50,000 to a foreign corporation which is partially
owned by certain stockholders of the Company. The loan is uncollateralized,
provides for interest at a rate of 8% per annum and is due on December 31, 1999.
NOTE 3 - LOAN PAYABLE
The Company has a bank line-of-credit which provides borrowings up to $75,000.
The line-of-credit is uncollateralized, and principal and interest on advances
are payable monthly at the bank prime rate plus 1%. The line-of-credit is due to
expire in October 2001. There was an outstanding balance on this line-of-credit
of $27,057 at March 31, 1999, which the Company expects to repay by December 31,
1999. Interest expense related to the bank line-of-credit of $1,568 was charged
to operations during the three months ended March 31, 1999.
NOTE 4 - LOANS PAYABLE - STOCKHOLDERS
Loans of $38,250 were received from certain stockholders during the three months
ended March 31, 1999. The loans provide for interest at a rate of 8% and are due
on January 31, 2000. Interest expense related to the stockholders' loans of $421
was charged to operations during the three months ended March 31, 1999.
-7-
ARTICLES OF INCORPORATION
OF
FUTURE VISION PRODUCTS, INC.
I, the undersigned, being of legal age and a natural person, for the
purpose of forming a corporation for profit pursuant to the laws of the State of
Florida, do hereby make, subscribe, acknowledge and file the following Articles
of Incorporation:
ARTICLE I
CORPORATE NAME
The name of this corporation,shall be:
FUTURE VISION PRODUCTS, INC.
ARTICLE II
CORPORATE AUTHORITY
This corporation shall have the authority to engage in any activity or
business permitted under the laws of the United States and of the State of
Florida and any other jurisdiction wherein it may conduct business.
ARTICLE III
CAPITALIZATION
The total number of shares of all classes that the Corporation shall
have authority to issue is ninety million (90,000,000) shares, of which ten
million (10,000,000) shares at $.0001 par value shall be a class designated
"preferred shares" and eighty million (80,000,000) shares at $.0001 par value
shall be a class designated "Common Shares".
A. Preferred Shares.
1. Preferred Shares may be issued from time to time in one or more
series, each such series to have distinctive serial designations, as same shall
hereafter be determined in the resolution or resolutions providing for the
issuance of such Preferred Shares from time to time as adopted by the Board of
Directors pursuant to the authority to do so, which authority is hereby vested
in the Board of Directors.
2. Subject to the provisions of the Florida Business Corporation Act,
each series of Preferred Shares:
<PAGE>
(a) may have such number of shares;
(b) may have such voting powers, full or limited, or may be without
voting power;
(c) may be redeemable or convertible at such time or times and at such
prices;
(d) may entitle the holders thereof to receive distributions calculated
in any manner, including but not limited to dividends, which may be cumulative,
non-cumulative or partially cumulative; at such rate or rates, on such
conditions, from such date or dates, at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or classes
or series of shares;
(e) may have such preference over any other class of shares with
respect to distributions, including but not limited to dividends and
distributions upon dissolution of the Corporation;
(f) may be made convertible into, or exchangeable for, shares of any
other class or classes (except the class having prior or superior rights and
preferences as to the dividends or distribution assets upon liquidation) or of
any other series of the same or any other class or classes of shares of the
Corporation at such price or prices or at such rates of exchange, and with such
adjustments;
(g) may be entitled to the benefit of a sinking fund or purchase fund
to be applied to the purchase or redemption of shares of such series in such
amount or amounts;
(h) may be entitled to the benefit of conditions and restrictions upon
the creation of indebtedness of the Corporation or any subsidiary, upon the
issue of any additional shares (including additional shares of such series or of
any other series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by the
Corporation or any subsidiary of any outstanding shares of the Corporation; and
(i) may have such other relative, participating, optional or other
special rights, and qualifications, limitations or restrictions;
all as may be stated in said resolution or resolutions providing for the
issuance of such Preferred Shares.
2
<PAGE>
3. Except where otherwise set forth in the resolution or resolutions
adopted by the Board, of Directors providing for the issuance of any series of
Preferred Shares, the number of shares comprised in such series may be increased
or decreased (but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors.
4. Shares of any series of Preferred Shares which have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation, or which, if convertible, were exchangeable, have been
converted into or exchanged for shares of any other class or classes, shall have
the status of authorized and unissued Preferred Shares and may be reissued as a
part of the series of which they were originally a part or may be reclassified
and reissued as part of a new series of Preferred Shares to be created by
resolution or resolutions of the Board of Directors or as part of any other
series of Preferred Shares, all subject to the conditions or restrictions on
issuance set forth in the resolution of resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Shares and to any
filing required by law.
B. Common Shares.
The par value of the Common Shares shall be payable:
(a) in lawful money of the United States of America; or
(b) in other property, tangible or intangible; or
(c) in labor or services actually performed; or
(d) in labor or services to be performed as evidenced by a written
contract to or for the Corporation at a just valuation to be fixed by the Board
of Directors or the Shareholders of this Corporation. The Common Shares of the
Corporation may be increased or decreased at any time as provided by the laws of
the State of Florida.
Subject to all the rights of the Preferred Shares or any series thereof,
the holders of the Common Shares shall be entitled to receive when, as and if
the declared by the Board of Directors, out of funds legally available therefor,
dividends payable in cash, shares or otherwise, as provided by Florida law.
Upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred Shares
of each series shall have been paid in full the amounts to which they
respectively shall be entitled or a sum sufficient for such payment in full
shall have been set aside, the remaining assets of the Corporation shall be
distributed pro rata to the holders of all common shares in accordance with
their respective rights and interest, to the exclusion - of the holders of the
Preferred Shares.
3
<PAGE>
Each share of Common Stock of this Corporation shall entitle .the
holder thereof to one vote upon each proposal presented at the lawful meetings
of the Shareholders. No holder of Common Stock of this Corporation shall be
entitled to any right of cumulative voting.
ARTICLE IV
CORPORATE EXISTENCE
This corporation shall commence its existence immediately upon the
filing of these Articles of Incorporation by the Department of State of the
State of Florida and shall exist perpetually thereafter unless sooner
dissolved,according to law.
ARTICLE V
INITIAL ADDRESS
The initial principal office of this corporation in the State of Florida
shall be:
5100 Town Center Circle
Suite 330
The resident registered agent shall be:
E.H.G. Resident Agents, Inc.
5100 Town Center Circle, Suite 330
Boca Raton, Florida 33486
The Board of Directors may, from time to time, move the principal or
registered office to any other address to which it seems pertinent in the
interest of the corporation, either within or without the State of Florida.
ARTICLE VI
DIRECTORS
This corporation shall have at least one (1) director initially. The
shareholders may, from time to time and at any time, raise or lower the number
of directors of this corporation by so providing in the Bylaws of the
corporation or by amending the Bylaws of the corporation, provided that there
shall always be at least one director and said director need not be a citizen of
the United States of America.
4
<PAGE>
ARTICLE VII
INCORPORATOR
The name and street address of the Incorporator to these Articles of
Incorporation is:
EDWARD H. GILBERT
5100 Town Center Circle
Suite 330
Boca Raton, Florida 33486
ARTICLE VIII
NO PREEMPTIVE RIGHTS
The shareholders shall have no preemptive rights. No holder of stock of
any class of this corporation (or any subscriber) shall be entitled as of right,
merely because said shareholder is a shareholder, to purchase any part of the
unissued stock of the corporation of any class, or of any additional stock of
any class to be issued by reason of any increase in the following, including but
not limited to, authorized capital stock of the corporation, bonds, certificates
of indebtedness, debentures or other securities convertible into or carrying the
right to purchase stock of the corporation; but any such unissued stock of any
class, or such additional authorized issue of new stock or of securities
convertible into or carrying the right to purchase stock may be issued and
disposed of by the Board of Directors to such person, firm, corporation, entity,
or association, and upon such terms as the Board of Directors may, in its
absolute discretion, determine, without offering to the shareholders then of
record, of any class, any thereof, on the same terms or on any terms, with all
preemptive or preferential right of purchase of every kind being waived by each
and every shareholder.
ARTICLE IX
BYLAWS
The initial Bylaws of this corporation shall be adopted by the Board of
Directors. The Bylaws may be amended from time to time by either the
shareholders or the directors.
ARTICLE X
MEETINGS
Any subscriber or shareholder present at any meeting of such
shareholders, either in person or by proxy, and any director present in person
at any meeting of the Board of Directors shall conclusively be deemed to have
received proper notice of such meeting unless they shall make objections, on the
record, at such meeting to any defect or insufficiency of notice. Members of the
5
<PAGE>
Board of Directors shall be deemed present at any meeting of such Board of
Directors if a conference telephone or similar communication equipment is used
by means of which all persons participating in the meeting can reasonably
communicate with each other.
ARTICLE XI
DIRECTOR LIABILITY
No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Nothing in this paragraph shall serve to eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to this corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involves intentional misconduct or a knowing violation of law,
(iii) under Section 607.0831 of the Florida General Corporation Act, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the Florida General Corporation Act is amended after approval by the
stockholders of this Article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Florida General Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect, any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE XII
DIRECTOR AND OFFICER INDEMNIFICATION
(a) Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal or administrative, (hereinafter a "Proceeding,') , or is
contacted by any governmental or regulatory body in connection with any
investigation or inquiry (hereinafter an "Investigation") by reason of the fact
that such person is or was a director or executive officer (as such term is
utilized pursuant to interpretations under Section 16 of the Securities Exchange
Act of 1934) of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans (hereinafter an "Indemnitee") , whether
the basis of such Proceeding or Investigation is alleged action in an official
capacity or in any other capacity as set forth above shall be indemnified and
6
<PAGE>
held harmless by the corporation to the fullest extent authorized by the
Florida General Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than such law
permitted the corporation to provide prior to such amendment), against all
expense,, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) or the' costs of
reasonable settlement made with a view to curtailment of the cost of litigation
reasonably incurred or suffered by such Indemnitee in connection therewith and
such indemnification shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, executors and administrators;
provided, however, that except as provided in paragraph (b) hereof with respect.
to Proceedings to enforce rights to indemnification, the corporation shall
indemnify any such Indemnitee in connection with a proceeding (or part thereof)
initiated by such Indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "Advancement of Expenses") ; provided, however, that the Advancement of
Expenses shall be made only upon delivery to the corporation of a personal
guarantee by or on behalf of such Indemnitee, to repay all amounts so advanced
if it shall ultimately be determined by final judicial decision from which there
is no further right to appeal that such Indemnitee is or was not entitled to be
indemnified for such expenses under this Article or otherwise (hereinafter a
"Guarantee").
(b) If a claim under paragraph (a) of this Article is not paid in full
be the corporation within sixty (60) days after a written claim has been
received by the corporation, except in the case of a claim for an Advancement of
Expenses in which case the applicable period shall be twenty (20) days, the
Indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful, in whole or in part, in
any such suit or in a suit brought by the corporation to recover an Advancement
of Expenses pursuant to the terms of a Guarantee, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit.
(1) in any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses), it shall be a defense that the
Indemnitee has not met the applicable standard of conduct set forth in the
Florida General Corporation Act; and
7
<PAGE>
(2) in any suit by the corporation to recover an Advancement of
Expenses, pursuant to the terms of a Guarantee, the corporation shall be
entitled to recover such expenses upon a final adjudication that the Indemnitee
has not met the applicable standard of conduct set forth in the Florida General
Corporation Act.
Neither the failure of the corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Florida General Corporation Act,
nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct (or in the case of such a suit
brought by the Indemnitee) shall be a defense to such suit. In any suit brought
by the Indemnitee to enforce a right hereunder, or by the corporation to recover
an Advancement of Expenses pursuant to the terms of ' a Guarantee, the burden of
proving that the Indemnitee is not entitled to be indemnified or to such
Advancement of Expenses under this Section or otherwise shall be on the
corporation.
(c) The rights to indemnification and to the Advancement of Expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, these Articles of
Incorporation, bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
(d), The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Florida General Corporation Act.
(e) The corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the Advancement
of Expenses, to any employee or agent of the corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
Advancement of Expenses of directors, and executive officers of the corporation.
8
<PAGE>
ARTICLE XII
AFFILIATED TRANSACTIONS
This corporation expressly elects not to be governed by the provisions
of Florida Statutes 607.0901. A director or officer of the corporation shall not
be disqualified by virtue of their office from dealing or contracting with the
corporation either as a vendor, purchaser or otherwise, nor shall any
transaction or contract of the corporation be void or voidable by reason of the
fact that any director or officer, or any firm of which any director or officer
is a member, or any corporation of which any director or officer is a
shareholder, officer or director is in any way interested in such transaction or
contract, no director or officer shall be liable to account to the corporations
for any profits realized by or from or through any such transaction or contract
authorized, ratified or approved as herein provided by reason of the fact that
they, or any firm or entity of which any director or officer is a member, or any
corporation of which any director or officer is a shareholder, officer or
director or in any interested in such transaction or contract, nor shall any
director or officer be liable to account to the corporation for any profits
realized by or from or through any such transaction or contract authorized.,
ratified or approved as herein provided by reason of the fact that they, or any
firm of which they are a member, or any corporation of which they are a
shareholder, officer or director interested in such transaction or contract.
Said interested officer or director of this corporation may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
of this corporation which shall authorize any such contract or transaction with
like force and effect as if they were not go interested. Nothing herein
contained shall create liability in the events above described or prevent the
authorized approval of such contracts in any other manner permitted by law.
ARTICLE XIII
VACANCY ON THE BOARD OF DIRECTORS
Vacancies on the Board of Directors may only be filled by a vote of the
then remaining directors, or if no directors are then remaining, by a vote of
the majority of the shareholders.
I, THE UNDERSIGNED, being the Incorporator to these Articles of
Incorporation, for the purpose of forming a corporation to do business both
within and without the State of Florida, do make, subscribe, acknowledge and
file these Articles of Incorporation, hereby declaring and certifying that the
facts herein stated are true, and accordingly, hereunto set my hand and seal
this 8th day of August, 1995.
/s/ EDWARD GILBERT
----------------------------
EDWARD GILBERT, Incorporator
9
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
FUTURE VISION PRODUCTS, INC.
Pursuant to the provisions of Section 607.1005 of the Florida Business
corporation Act, the undersigned corporation adopts the following Articles of
Amendment to the Articles of Incorporation:
1. Article I of the Articles of Incorporation shall be deleted and the
following Article I shall be inserted in its place;
ARTICLE I
CORPORATE NAME
The name of this corporation shall be:
HYDROGEN TECHNOLOGY, INC.
2. The Amendment was adopted on August 10, 1995.
3. The Amendment was duly adopted by the sole Incorporator of the
Corporation. The Corporation has not yet issued shares.
Dated: August 10, 1995
FUTURE VISION PRODUCTS, INC.
By:/s/ Edward H. Gilbert
---------------------
Edward H. Gilbert
Incorporator
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
HYDROGEN TECHNOLOGY, INC.
Pursuant to the provisions of Section 607.1005 of the Florida Business
corporation Act, the undersigned corporation adopts the following Articles of
Amendment to the Articles of Incorporation:
1. Article I of the Articles of Incorporation shall be deleted and the
following Article I shall be inserted in its place;
ARTICLE I
CORPORATE NAME
The name of this corporation shall be:
SOUTHERN GROUP INTERNATIONAL, INC.
2. The Amendment was adopted on January 4, 1996.
3. The Amendment was duly adopted by the sole Incorporator of the
Corporation. The Corporation has not yet issued shares.
Dated: January 4, 1996
HYDROGEN TECHNOLOGY, INC.
By:/s/ Edward H. Gilbert
---------------------
Edward H. Gilbert
Incorporator
BYLAWS OF
HYDROGEN TECHNOLOGY, INC.
ARTICLE A.
OFFICES
The principal office of the Corporation shall be established and
maintained in the City of New York, State of New York. The Corporation may also
have offices at such places within or without the State of Florida as the board
may, from time to time, establish.
ARTICLE B.
SHAREHOLDERS
1. Annual Meeting. The annual meeting of the Shareholders of this
Corporation shall be held annually on a date and a time and place designated
from time to time by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation and the transaction of any other proper business. If the designated
day shall fall on a Sunday or legal holiday, then the meeting shall be held on
the first business day thereafter.
2. Special Meetings. Special Meetings of the Shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten percent (10%) of all the shares
entitled to vote at the meeting. Such written request must be signed, dated and
delivered to the Secretary of the Corporation. A meeting requested by
Shareholders shall be called for a date not less than ten (10) nor more than
sixty (60) days after the request is made unless the Shareholders requesting the
meeting designate a later date. The call for the Special Meeting shall be issued
by the Secretary, unless the President, Board of Directors, or Shareholders
requesting the Special Meeting shall designate another person to do so. Such a
request for a Special Meeting shall state the purpose of the proposed Special
Meeting. Business transacted at any Special Meeting shall be limited to the
purpose stated in the notice thereof.
3. Place of Meeting. Meetings of Shareholders shall be held at the
principal place of business of the Corporation or at such other place as may be
designated by the Board of Directors.
4. Notice of Meeting. Written notice to each Shareholder of record
entitled to vote stating the place, day and hour of the meeting and, in the case
of a Special Meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) nor more than sixty (60) days before
the meeting either personally, by mail, telegram or overnight carrier. if
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the Shareholder at the Shareholder's address as it
appears on the stock transfer books of the Corporation, with postage prepaid. If
notice is given by telegram or overnight courier, such notice shall be deemed to
be delivered when the telegram or overnight carrier is delivered to the
telegraph company or overnight carrier. If any Shareholder shall transfer such
Shareholder's stock after notice, it shall not be necessary to notify the
transferee. Any Shareholder may waive notice of any meeting either before,
during or after the meeting. The attendance of a Shareholder at a meeting shall
constitute a waiver of notice of such meeting, except where a Shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken; and any business may be
transacted at.the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in paragraph 4 of this Article to
each Shareholder of record on the new record date entitled to vote at such
meeting.
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<PAGE>
6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of Shareholders, a complete list of Shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address and number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
principal office of the Corporation and shall be subject to inspection by any
Shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any Shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
Shareholders entitled to examine such list or to vote at any meeting of the
Shareholders.
7. Transfer Books and Record Date. For the purposes of determining
Shareholders entitled to notice of, or 'to vote at any meeting, or entitled to
receive payment of any dividend, or in order to make a determination of
Shareholders for any other purpose, the Board of Directors may close the stock
transfer books of the Corporation as provided by law.
8. Quorum. Except as otherwise provided in these Bylaws, or as required
by the Articles of Incorporation, the majority of the shares entitled to vote
(50% + 1), represented in person or by Proxy, shall constitute a Quorum at a
meeting of Shareholders, but in no event shall a Quorum consist of less than one
third (1/3) of the shares entitled to vote at the meeting.
After a Quorum has been established at a Shareholders, meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum, shall
not effect the validity of any action taken at the meeting or any adjournment
thereof.
9. Voting of Shares. Each Shareholder entitled to vote shall at every
meeting of Shareholders be entitled to one (1) vote for each share of voting
stock held by them.
10. Proxy. Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting, or the
Shareholder's duly authorized attorney-in-fact, may authorize another person or
persons to act for the Shareholder by Proxy. The Proxy must be signed by the
Shareholders or their attorney-in-fact. No Proxy shall be valid after the
expiration of eleven (11) months from the date thereof, unless otherwise
provided in the Proxy or by Florida law.
ii. Informal Action by Shareholders. Unless otherwise provided by law or
by the Articles of Incorporation, any action required to be taken at a regular
meeting of the Shareholders, or any other action which may be taken at a Special
Meeting of the Shareholders may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting at which all shares entitled to
vote thereon were present and voted. Within ten (10) days after obtaining such
authorization by written consent, notice must be given to those Shareholders who
have not consented in writing. The notice shall fairly summarize the material
features of the authorized action and, if the action shall have been such that
dissenters, rights are provided under Florida law, the notice shall contain a
clear statement of the right of Shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with certain further provisions of
such Florida law regarding the rights of dissenting Shareholders.
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<PAGE>
ARTICLE C.
BOARD OF DIRECTORS
1. General Powers. The business of the Corporation shall be managed and
its corporate powers exercised by its Board of Directors.
2. Number, Tenure and Qualifications. The Board of Directors shall
consist of at least one (1) director. The number may be altered from time to
time by the Shareholders. Directors shall be elected at the annual meeting of
Shareholders and each Director elected shall hold office until such Director's
successor has been elected and qualified, or until their prior resignation or
removal. It shall not be necessary for Directors to be Shareholders.
3. Vacancies. If the office of any Director, member of a committee or
other officer becomes vacant, the remaining Directors in office, by a majority
(50% + 1) vote, though this may constitute less than a quorum of the Board of
Directors, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until their successor shall be duly elected
and has qualified.
4. Removal of Directors. Any or all of the Directors may be removed
with or without cause by vote of a majority (50% + 1) of all of the shares
outstanding and entitled to vote at a Special Meeting of Shareholders called for
that purpose.
5. Resignation. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of Directors or of such officer, and the acceptance
of the resignation shall not be necessary to make it effective.
6. Quorum of Directors. A majority of the Directors (50% + 1) shall
constitute a quorum for the transaction of business. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need be given other than by announcement at the meeting which
shall be so adjourned. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
7. Place and Time of Board Meetings. The Board may hold its meetings at
the office of the Corporation or at such other place, either within or without
the State of Florida as it may, from time to time, determine.
8. Notice of Meetings of The Board. A regular annual meeting of the
Board may be held without notice at such time and place as it shall, from time
to time, determine. Special Meetings of the Board shall be held upon notice to
the Directors and may be called by the President upon two (2) days, notice to
each Director, either personally or by mail or by wire. Special Meetings shall
be called by the President or by the Secretary in a like manner on written
request of a Director. Any Special Meeting may be held by telephone conference
as set forth in Section 11 hereof. Notice of a meeting need not be given to any
Director who submits a waiver of notice whether before or after the meeting, or
who attends the meeting without protesting prior thereto, or at its
commencement, the lack of notice to him.
9. Annual Meeting. An annual meeting of the Board shall be held
immediately following, and at the same place as, the annual meeting of
Shareholders.
10. Compensation. No compensation shall be paid to Directors, as such,
for their services, but by resolution of the Board, a fixed sum and expenses for
actual attendance, at each regular or Special Meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.
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<PAGE>
11. Action by Telephonic Conference. The Directors may act at a meeting
by means of a conference by telephone or similar communications equipment by
means of which all persons participating in the meeting can communicate with
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
12. Presumption of Assent. A Director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action unless he voted
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
13. Informal Action by Board. Any action required or permitted to be
taken by any provision of law, of the Articles of Incorporation or of these
Bylaws at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be.
ARTICLE D.
OFFICERS
1. Officers, Election and Term. The Board may elect or appoint a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as it may determine, who shall have such duties and powers as
hereinafter provided.
All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Shareholders and until
their successors have been elected or appointed and qualified.
Any two (2) or more offices may be held by the same person.
2. Removal, Resignation. Salary. Etc. Any officer elected or appointed
by the Board may be removed by the Board with or without cause.
In the event of the death, resignation or removal of an officer, the
Board, in its discretion, may elect or appoint a successor to fill the unexpired
term.
Any officer elected by the Shareholders may be removed only by vote of
the Shareholders unless otherwise provided by the Shareholders.
The salaries of all officers shall be fixed by the Board.
The Directors may require any Officer to give security for the faithful
performance of his duties.
3. Duties. The officers of this Corporation shall have the following
duties:
The President shall be the chief executive officer of the Corporation
and shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the Shareholders and Board of Directors.
The Vice-President shall possess and may exercise, such power and
authority, and shall perform such duties as may from time to time be assigned to
him or her by the Board of Directors or the President.
The Secretary shall have custody of and maintain all of the corporate
records except the financial records; shall record the minutes of all meetings
of the Shareholders and Board of Directors, and send all notices of all meetings
4
<PAGE>
and perform such other duties as may be prescribed by the Board of Directors or
the President and shall perform such duties as may from time to time be assigned
to him or her by the Board of Directors or the President.
The Treasurer shall have custody of all corporate funds and maintain all
of the financial records and shall keep accurate financial records and shall
render reports thereof of the annual meetings of Shareholders and at other times
when requested to do so by the Board of Directors and shall perform such duties
as may from time to time be assigned to him or her by the Board of Directors or
the President.
4. Removal of officers. An officer or agent elected or appointed by the
Board of Directors may be removed with or without cause by the Board whenever in
the Board's judgment, the best interests of the Corporation will be served
thereby.
Any vacancy in any office may be filled by the Board of Directors for
the unexpired term.
ARTICLE E.
EXECUTIVE AND OTHER COMMITTEES
1. Creation of Committees. The Board of Directors may, by resolution,
passed by a majority of the Board, designate an executive committee and one or
more other committees, each to consist of two (2) or more of the Directors of
the Corporation.
2. Executive Committee. The executive committee, if there shall be one,
shall consult with and advise the officers of the Corporation in the management
of its business and shall have and may exercise, to the extent provided in the
resolution of the Board of Directors creating such executive committee, such
powers of the Board of Directors as can be lawfully delegated by the Board.
3. Other Committees. Such other committees shall have such functions
and may exercise the powers of the Board of Directors as can be lawfully
delegated and to the extent provided in the resolution or resolutions creating
such"committee or committees.
4. Meetings of Committees. Regular meetings of the executive committee
and other committees may be held without notice at such time and at such place
as shall from time to time be determined by the executive committee or such
other committees, and Special Meetings of the executive committee or such other
committees may be called by any member thereof upon two (2) days' notice to each
of the other members of such committee, or on such shorter notice as may be
agreed to in writing by each of the members of such committee, given either
personally or in the manner provided in Section 8 of Article III of these Bylaws
(pertaining to notice for Directors, meetings).
5. Vacancies on Committees. Vacancies on the executive committee or on
such other committees shall be filled by the Board of Directors then in office
at any regular or Special Meeting.
6. Quorum on Committees. At all meetings of the executive committee or
such other committees, a majority (50% + 1) of the committee's members then in
office shall constitute a quorum for the transaction of business.
7. Manner of Action of Committees. The acts of a majority (50% + 1) of
the members of the executive committee or such other committees, present at any
meeting at which there is a quorum, shall be the act of such committee.
8. Minutes of Committees. The executive committee, if there shall be
one, and such other committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors when requested.
5
<PAGE>
9 Compensation. Members of the executive committee and such other
committees may be paid compensation in accordance with the provisions of
Articles III, Section 10 of these bylaws (pertaining to compensation of
Directors).
ARTICLE F.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any person made or threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by, or in the right of, the Corporation) , brought to impose a liability or
penalty on such person in his capacity of Director, officer, employee or agent
of this Corporation, or of any other corporation which such person serves as
such at the request of this Corporation, against judgments, fines, amounts paid
in settlement and expenses, including attorney's fees, actually and reasonably
incurred as a result of such action, suit or proceeding, or any appeal thereof,
if they acted in good faith in the reasonable belief that such action was in the
best interest of this Corporation, and in criminal actions or proceedings
without reasonable ground for belief that such action was unlawful. The
termination of any such civil or criminal action, suit or proceedings by
judgment, settlement, conviction or upon a plea of nolo contenders shall not in
itself create a presumption that any Director or officer did not act in good
faith in the reasonable belief that such action was in the best interests of
this Corporation or that they had reasonable ground for belief that such action
was unlawful. The foregoing rights of indemnification shall apply to the heirs
and personal representatives of any such Director, officer, employee or agent
and shall not be exclusive of other rights to which they may be entitled.
ARTICLE G.
CERTIFICATE OF STOCK
1. Issuance. Unless otherwise determined by the Board of Directors,
every holder of shares in this Corporation shall be entitled to have a
certificate representing all shares of which they are entitled. No certificate
shall be issued for any share until such share is fully paid.
2. Form. Certificates representing shares in this Corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this Corporation or a facsimile
thereof.
3. Transfer of Shares. Transfers of shares of the Corporation shall be
made upon the Corporation's books by the holder of the shares in person or by
the holder's lawfully constituted representative, upon surrender of the
certificate of stock for cancellation. The person in whose name shares stand on
the books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes and the Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person whether or not the Corporation shall have express or other notice
thereof, unless otherwise provided by the laws of the State of Florida. Every
certificate representing shares which are restricted as to sale, disposition or
other transfer shall state that such shares are restricted as to such transfer
or disposition and shall set forth or fairly summarize upon the certificate, or
state that the Corporation will furnish to any holder thereof, upon request and
without charge, a full statement of such restrictions.
4. Facsimile Signature. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the Corporation and a registrar, the signature of any such Chairman of the
Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates and have ceased to be such officer or officers then
such certificate or certificates may nevertheless be adopted by the Corporation
6
<PAGE>
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
5. Lost, Stolen or Destroyed Certificates. If a Shareholder shall claim
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall be issued upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or destroyed,
and, at the discretion of the Board of Directors, upon the deposit of a bond or
other indemnity in such amount and with such sureties, if any, as the Board may
reasonable require.
ARTICLE H.
BOOKS AND RECORDS
1. General. This Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its
Shareholders, Board of Directors and committees of Directors.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
2. Inspection. All Shareholders who are entitled to inspect the
Corporation's books and records pursuant to Florida law shall have such
inspection rights as prescribed by the most recent Florida law available when
the request is made.
ARTICLE I.
DISTRIBUTIONS
The Board of Directors of the Corporation may, from time to time,
declare, and the Corporation may make, distributions to the Shareholders,
subject to the restrictions of applicable law.
ARTICLE J.
CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name
of the Corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE K.
EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the Board may, from time to time, designate.
7
<PAGE>
ARTICLE L.
FISCAL YEAR
The fiscal year of the Corporation shall be the 12-month period selected
by the Board of Directors as the taxable year of the Corporation for federal
income tax purposes.
ARTICLE M.
NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these Bylaws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Florida Law.
Whenever any notice is required to be given under the provisions of any
law or under the provisions of the Articles of incorporation of the Corporation,
or these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE N.
CONSTRUCTION
Whenever a conflict arises between the language of these Bylaws and the
Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE 0.
BUSINESS
1. Conduct of Business Without Meetings. Any action of the
Shareholders, Directors and any committee may be taken without a meeting if
consent in writing setting forth the action so taken shall be signed by all
persons who would be entitled to vote on such action at a meeting and filed with
the Secretary of the Corporation as part of the proceedings of the Shareholders,
Directors or committees, as the case may be.
2. Management by Shareholder. In the event the Shareholders are named
in the Articles of Incorporation and are empowered therein to manage the affairs
of the Corporation in lieu of Directors, the Shareholders of the Corporation
shall be deemed Directors for the purposes of these Bylaws, and wherever the
words "directors, 11 "Board of Directors" or "Board" appear in these Bylaws,
those words shall be taken to mean Shareholders.
The Shareholders may, by majority vote (50!k + 1) , create a Board of
Directors to manage the business of the Corporation and exercise its corporate
powers.
ARTICLE P.
AMENDMENTS
1. By Shareholders. The Bylaws shall be subject to alteration or
repeal, and new Bylaws may be made, by the affirmative vote of Shareholders
holding of record in the aggregate at least a majority of the outstanding shares
entitled to vote,in the election of Directors at any annual or Special Meeting
of Shareholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein the proposed amendment.
8
<PAGE>
2. By Directors. The Board of Directors shall have power to make,
adopt, alter, amend and repeal, from time to time, the Bylaws of the
Corporation; provided, however, that the Shareholders entitled to vote with
respect thereto as in this Article XVI above provided, may alter, amend or
repeal Bylaws made by the Board of Directors, except that the Board of Directors
shall have no power to change the quorum for meetings of Shareholders or of the
Board of Directors, or the change any provisions of the Bylaws with respect to
the removal of Directors or the filling of vacancies in the Board resulting from
the removal by the Shareholders. If any Bylaw regulating an impending election
of Directors is adopted, amended or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of shareholders for the
election of Directors, the bylaw so adopted, amended or repealed together with a
concise statement of the changes made.
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE
FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT
UPON WHOM PROCESS MAY BE SERVED
In compliance with Section 48.091, Florida Statutes, the following is submitted:
FIRST, FUTURE VISION PRODUCTS, INC. desiring to organize or qualify
under the laws of the State of Florida, with its principal place of business in
Palm Beach County, State of Florida, has named E.H.G. Resident Agents, Inc.,
located at 5100 Town Center Circle, Suite 330, Boca Raton, Florida 33486, as its
agent to accept service of process within Florida.
/s/ EDWARD H. GILBERT
---------------------
EDWARD H. GILBERT
Title: Incorporator
Date: August 9, 1995
I, having been named to accept service of process for the above-stated
corporation at the place designated in this certificate, hereby agree to act in
this capacity, and I further agree to comply with the provisions of all statutes
relative to the prope@ and complete performance of my duties.
E.H.G. Resident Agents, Inc.
By: /s/ Edward H. Gilbert
----------------------------
Edward H. Gilbert,
President
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