UNITED STATES
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
ENGENYOUS Technologies, Inc.
(Name of Small Business Issuer in its charter)
Delaware
13-375-4705
(State or other jurisdiction of (I. R. S. Employer Identification No)
incorporation or organization
400 S Dixie Highway Hallandale Beach FL 33009
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (954) 458-3311
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on
which registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock Class A
TABLE OF CONTENTS
PART 1
Item 1. Description of Business
Item 2. Management Discussion and Analysis or Plan of Operation
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners and
Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationship and Related Transactions
Item 8. Description of Securities
8.1 Outside Front cover of Prospectus
8.2 Inside Front of cover of Prospectus
8.3 Summary Information and Risk Factors
8.4 Use of Proceeds
8.5 Determination of Offering Price
8.6 Dilution
8.7 Plan of Distribution
8.8 Transfer Agent
PART 2
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters
Item 2. Legal Proceedings
Item 3. Changes in and Disagreements with Accountants
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of directors and Officers
PART F/S
Item 1. Financial Statements
PART 3
Item 1. Index to Exhibits
PART 1
Item 1. Description of business
ENGENYOUS Technologies, Inc. (the "Company") was incorporated
under the laws of the State of Delaware on April 7, 1998. ETI develops
and is marketing encryption software, encryption and decryption protocol
for LANs, WANs and E-Commerce digital certificate to secure
information and e-commerce transactions. ETI has recognized a security
need with encryption and decryption and current way of securing
information and developed solutions that will be marketed to Corporation,
Government Agencies, Institutions and Individuals.
ElectraDoc.com was established in January 1999 as part of ETI Group
and is based in Hallandale, Florida. ElectraDoc.com is the developer of
ElectraDoc, the Cyber Document Delivery Tracking System. It uses new
patented technology for sending and receiving and tracking e-document
with confirmation to as how the document was received and traveled
over the internet. ElectraDoc provides total security with its new
encryption that uses 1040bits and 10 tiers to encrypt the files before they
are sent. This encryption technology is only available through ETI under
the name of UEL/2001 or with the use of ElectraDoc, it can be accessed
at www.electradoc.com
ElectraDoc.com continues its research and development in the field of
encryption security and accountability for the 21st century with focus on
securing data transmission over the Internet. ElectraDoc offers a new
patented technology for Digital Certificate and Digital Signature with
encryption security, speed, stability, accountability and interoperability
across hardware and software platforms as well as across multiple
protocols that provides a more secure E-Commerce.
UEL/2001 was the first of a NEW line of security products from ETI that
uses PCs and Client/Servers with its encryption technology to ensure
that the transmission is secured on Networks, E-Commerce, Digital and
Internet Communications for Corporations, Government Agencies,
Institutions and Individuals.
ETI will create a subsidiary as part of ENGENYOUS Technologies Inc to
continue market and sale its Language Products and another subisidiary
for ElectraDoc.com for the marketing of the Cyber Document Delivery
Evidence System. The marketing of the current products (Languages
and Encryption Security) and the New Technologies do not match and
will be market and developed independent of each other.
The Company's current business operation is considered a development
company in a growth stage. To date, activities have been limited sales
with two year's sales history from its previous company ENGENYOUS
Corporation with the sales of its languages and encryption products.
With the organization of the Company, the founders of the Company
contributed cash and other assets to initially capitalize the Company in
exchange for shares of Common Stock.
While E-Commerce and the Internet Technology has reached
into a global market worldwide, it has been fragmented in keeping up
with the demand of different types of new products and services. The E-
Commerce and Internet will continue to lag behind because of capital
required and lack of technical expertise needed to developed and
introduce new products. According to IT Strategies, the worldwide output
for E-Commerce and the Internet product and services will surpass $ 17
billion in revenue year 1998, an increase of thirty per cent over 1996.
However, they foresee that year 2001 over $35 billion in annual revenue
is possible on a worldwide output basic, such tremendous growth will be
possible based on the current products and services and from new
products and services for E-Commerce and the Internet that will come
from innovated ideas and new technology. E-Commerce (the Internet)
have tremendous synergy's and will replace a large portion of
conventional marketing and sales of services and products.
ENGENYOUS Technologies, Inc. will continue to expand its products
and services with new technology for E-Commerce and the Internet.
Products
The company has developed a high-integrity electronic document-mail
delivery system ElectraDoc.
ElectraDoc provides for the protection of any type of documents, files or
information that can be sent using your network or the Internet. This
includes: Online stock transactions, Legal & medical documents,
Financial documents, School records, Company presentations and any
other critical documents or information that require proof of delivery and
tracking information of data/documents and evidence tracking, that is of
the essence to the success of doing business world wide and online.
ElectraDoc can be used directly from the Internet or download the
service to your system.
AMEC - Multihop e-Message Communication a high integrity electronic
commerce system that can track, certify and provide evidence from
transactions that are enacted over the Internet, particularly focusing on
the transactions for the electronic commerce systems. The explosive
growth of the Internet, a popularity of the business transactions over the
web has led to a growing need for accountability in such electronic
transactions.
UNIVERSAL ENCRYPTION LOCK/2001 TM. ETI has developed the
latest cryptographic algorithms for this encryption technology that will
keep pace with the emerging of faster computers online, networks or on
the Internet and provide TOTAL Security and Privacy from unauthorized
people. This product is the first of its kind that does not use any of the
DEA or IDEA standard technology for encryption files for securing
information on Networks, E-Commerce and Internet Communications.
UEL/2001 uses a pyramid module approach with nine separate sub
systems, which make up the UEL/2001 for encrypting and decrypting
data and image's files. UEL/2001 cryptographic algorithms consist of ten
levels (tiers) and its key and block size is larger than 1040 bits
The Company previous developed Foreign Language Products for the
growing multiculturalism in our society. Skills in bilingualism are
becoming essential assets for individuals, students and professionals in
practically every community or institution or at any place of work or
leisure. The Company produced its Universal Communication Series
(UCS); part of the series consists of our language products (English,
Spanish) just for this purpose - learning and improving language skills
interactive with the use of computers
Services
With the E-Commerce and the Internet phenomena encompassing the
globe, there has been a drastic change from within the E-Commerce,
Internet Industry and the way all businesses view products and services
sold on the Internet. Now, more than ever, E-Commerce and the Internet
will play a key role in the marketing scheme of any business. This type of
products and services is exactly what ETI specializes in with its new
family of products and services.
ETI provides customer support with all of its products with a 90-day
warranty with each purchase. ETI provides service support for
ElectraDoc members free of charge. ETI feels that customer support will
build customer loyalty. This will increase our market share by standing by
the quality of our products.
C. Service and Support Plans
The Company's products will be of an extremely technical nature.
Superior electronic support of such products will play a key role in the
Company's reputation and acceptance in the market.
The Company intends to use technology and automated systems to
lower support costs and reduce the time required to solve customer
problems.
The company plan to setup companies as License Certified Electronic
Registered D/M Agencies for its Electronic Certified and Electronic
Registered Document/Mail System on the Internet. This new service has
a patent pending and will compete with the US Postal Office's Electronic
Certified and Registered Document and Mail system
UNITED STATES PATENT & TRADEMARKS
The Company has two patent applications pending at the date of this
memorandum.
1. Electronic Registered and Electronic Certified Document/Email
Delivery Evidence Tracking System for the Internet and Networks. The
system is based on the Civil Court's practice of the "Preponderance of
Evidence" approach (market under the name ElectraDoc TM)
2. Accountability Multihop e-Message Communication. The system is
based on tracking, certifying and providing evidence for e-transactions
that are enacted over the Internet, and particularly focusing on
transactions for electronic commerce systems using part of the
technology based on our "Preponderance of Evidence" approach (market
under the name AMEC TM).
MARKETING
Current and potential customers are Companies, Institutions,
Government Agencies and Individual computer users for ElectraDoc
(Cyber Document Delivery Evidence Tracking), AMEC (Accountability
Multihop e-Message Communication) and UEL/2001 encryption product
for E-Commerce and the Internet. Our products and services will provide
Companies that use E-Commerce and the Internet total security with
our new technology.
The Company will rely on a combination of both direct and indirect
channels to distribute its products and services. Its initial vertical market
focus will include Bank/Finance/Insurance, Telecommunications and
manufacturing sectors since these sectors are amongst the highest
growth and tend to be early adopters of new technology. These markets
will be addressed through direct sales force composed of telemarketing,
telesales, field sales and field systems communications engineers who
will focus on large accounts.
The Company's marketing will include advertising agencies, trade shows
and convention promoters, computer retailers, municipalities, political
organizations, as moreover, fortune 500 companies, giving them
consistency in their brand name promotions. The company will
implement a very serious and aggressive Marketing and Internet
Marketing campaign, seeking alliances with other major Companies and
Internet Providers, Service and Product companies with a strong
Internet presence.
ElectraDoc.com's "Edoc Shop" carry high end quality products with the
ElectraDoc logo stitched on, such as travel bags, computer lap top bags,
golf shirts, etc., for promoting the name ElectraDoc out to the public.
Edoc Shop also have a program for members to allow them to become
associates and have their own websites for free in 12 different languages
in Asia, South America and Europe in each respective country's
language.
COMPETITION
The computer software business is intensively competitive. The company
is aware of a number of competitors that will compete directly with
ENGENYOUS technologies. Inc. Not one company has dominated the
market for security software, but may have financial resources necessary
to enable them to withstand price competition and downturn in the
security and communications market.
The company feels it has no direct competition for its NEW products
ElectraDoc and eDocShop that soon will appear on the Internet and
AMEC that are under development and its first software product
UEL/2001 for securing information on Networks, e-Commerce, Digital
Signature and Internet Communications. Its new products and services
will place ETI ahead of the competition for E-Commerce and the
Internet. There is no assurance the Company will be able to overcome
competitive disadvantages it faces as a small company with limited
capital.
Competitive Comparison
At present ENGENYOUS Technologies. Inc. has within its possession
new technology that supersedes most competitors. It would be safe to
assume that there are only a small number of companies that are
identical to ETI given the company's mission as well as product line and
new technology. ETI will continue with its leading edge technology by
staying ahead of the competition in technology and quality of our
products and services.
Market Analysis
The computer market has undergone an enormous influx and continues
to move into all areas of the E-Commerce and the Internet industry. This
has created a growth as well in technological advances as prompting
companies to produce both new products and services. This, in turn,
leaves developer of products and services such as ourselves, at an
advantage. For the traditional delivery methods (overnight delivery with
various courier services) businesses spend in excess over $320 billion
annually. ElectraDoc is the first online company with patented document
delivery and evidence tracking system that can be used in civil court as
evidence.
Companies, and end users have started to greatly use E-Commerce
and the Internet. Some of the Companies are AT&T, IBM, Hewlett-
Packard, Microsoft and Amazon.com just to mention a few. These are
all big names that are good indicators as to where the E-Commerce and
Internet market is going. Currently the market is continuing its climb. As
in any market dealing with technology the peaks and drops in a market
are one indicator as to the technology being used. ETI intends to actively
pursue the advancement its technological base by staying abreast of E-
Commerce and Internet Technologies.The long term outlook for E-
Commerce and the Internet products and services is better than any
other segment of the Computer Industry.
Government Regulation and Legal Uncertainties
The Company is subject, both directly and indirectly, to various
laws and governmental regulations relating to its business. The
Company believes it is currently in compliance with such laws and that
they do not have a material impact on its operations.
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's plan of operation, for the next twelve months, is
first to raise funds from this offering to provide sufficient capital to pay
all
the necessary expenses for an SB2 registration statement with the SEC,
to raise additional capital to retire debt and a full listing on NASDAQ. Part
of the proceeds will be used for the completion of three new products, as
well as all the computer hardware and software necessary to implement
as part of its marketing efforts to companies and on the Internet. If the
Company is able to raise the entire amount from this offering,
management believes that proceeds will be sufficient to take the
company to the next level of operations and acquisitions; however, there
is no assurance of this nor any assurance the entire offering amount will
be raised. If the Company is not able to raise sufficient funds from this
offering, it will have to seek additional financing from other sources for
which it presently has no arrangements or commitments.
Item 3. Description of Property
The Company's principal executive office is located in Hallandale, Florida
where the Company is leasing approximately 1,500 square feet of office
space for $1500 per month. As of the date hereof, the Company has 6
full-time employees at this office.
The Company plans to move into larger quarter of approximately 5,000
sq. ft. once this funding is completed. The additional space is needed for
the company's expanded growth.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information with respect to
the beneficial ownership of the Company's common stock with respect to
each director of the Company, each beneficial owner of more than 5
percent (5%) of said securities, and all directors and executive officers of
the Company as a group:
Name and Address
Clyde Smyth, 3401 N Country Club Drive, Aventura, Fl 33180
Margareta Totems, 3475 N Country Club Drive, Aventura, Fl 33180
Dr. Sourav Bhattacharya, 3223 East Wildwood Drive, Phoenix, AZ 85044
264646 Alberta Ltd, 2461 Old Forge Lane, Las Vegas, NV 89121
All Officers and Directors as a group (4)
Name Number of % Held Prior %After
Shares
Clyde Smyth* 2,193,500 63.9 57.2
Margareta Totems 500,000 14.5 13.0
264646 Alberta Ltd* 125,000 03.5 3.3
Dr. Sourav Bhattacharya* 250,000 07.2 6.5
Total Officer and Directors
as a group
(4) Person * 3,068,500 89.4%
80.%
Other Shareholders as a group (8)
Other Shares Total 365,000 10.6% 10 %
Post offering percentages are calculated assuming sale of all shares
offered hereby, but do not reflect purchase of any shares in the offering
by any of these persons, who may purchase shares in the offering on the
same terms as anyone else, but have not made any commitment to do
so. The foregoing amounts include all outstanding shares these persons
are deemed to beneficially own regardless of the form of ownership.
Prior to the sale of any Shares in this offering, the above named
individuals constitute all the shareholders of the Company.
Item 5. Directors and Executive Officers, Promoters and control Persons
The following table sets forth the directors, executive officers and
other significant employees of the Company, their ages, and all offices
and positions with the Company. Each director is elected for a period of
one year and thereafter serves until his successor is duly elected by the
stockholders and qualifies. Officers and other employees serve at the
will of the Board of Directors.
Name of Director Age
Clad Smyth. 50*
Margarita Totems 60*
Dr. Sourav Bhattacharya 33
Larry Walker 45*
* Serve as Office/Directors Since inception 9/15/98
Positions
Clyde Smyth, CEO & Chairman President & Director
Larry Walker, Secretary/Treasurer & Director
Margareta, Totems, Vice President/Director
*These individuals will serve as the officers and directors of the
Company. A brief description of their positions, proposed duties,
background and business experience follows:
Clyde Smyth
Clyde Smyth received his bachelors degree in Electronic Engineering
from Columbia University. Mr. Smyth began his career in the computer
field over thirty years ago where he became expert for the designing,
developing and managing mission critical software that ran on different
computer platforms. Mr. Smyth management experiences extend also
over thirty years of diversified business and management experience
where he held management positions for some of the top company in
THE world. Such company as Hitachi Ltd. , Barclay Bank, Essex
International Division United Technologies, William_s Companies, Wards
and Blue Cross and Blue Shield of Illinois.
Margareta Totems
Ms Margareta Totems received her bachelors degree in Sweden in
Accounting and in Mathematics. She has held different management's
positions in finance businesses; Banque de L_Union Europeenne, Paris
France and Systems Programming Ltd., London UK and Institut for
International Research, Stockholm Sweden. Before leaving IIR, Ms
Totems was the Company Accountant for the Stockholm Office and the
controller for the Scandinavian Operation of the Company, while in this
position Ms Totems gained valuable new venture experience.
Larry Walker
Mr Walker has over twenty years of successful business experience that
includes Management, Sales, Market Planning, Project management and
application Programming in companies such as SBC and Pan America
Inc. Mr Walker organized, implemented, managed a Marketing and
Marketing Support program that achieving 125% of company business
objectives resulted in over $12 million in revenue.
Item 6. Executive compensation
The company has not paid any compensation to its executive
officers and directors to date. A 5 year employment agreement will be in
effect from July 1, 1999, at a base of $ 125,000 annually, plus benefits,
plus performance bonuses to be set by the board of directors. The
Company has no key man life insurances with respect to management,
but plans to implement these in due course.
Proposed Compensation.
Upon the completion of the offering, management will be entitled to
reimbursement of any out of pocket expenses reasonable incurred on
behalf of the Company. The Chairman and CEO have not taken a salary
since inception but will do so beginning July 1, 1999. The salary to be
negotiated will be on a 5 year employment agreement, plus benefits and
performance bonus, to be agreed upon by the board of directors. The
Secretary will only devote part time to the Company but will be paid
$1,000 per month for his services as corporate secretary.
There is no assurance regarding the time that these arrangements may
continue, nor any assurance that the services of the officers will continue
to be available to the Company for any specified time, other than outlined
above. The terms of any future employment and compensation will be
determined at such time in the future that such arrangements are
entered into.
Item 7. Certain Relationships and Related Transactions
The Company has not entered into any transctions during the last two
fiscal years with any director, executive officer, director nominee, 5% or
more shareholder, nor has the Company entered into transactions with
any member of the immediate families of the foregoing persons.
Item 8. Description of Securities
The following statements do not purport to be complete and are qualified
in their entirety by reference to the detailed provisions of the Company's
Articles of Incorporation and Bylaws, copies of which will be furnished to
an investor upon written request therefor.
Common Stock
The Company is presently authorized to issue 20,000,000 shares of
$.001 par value Common Stock. The Company presently has 3,433,500
shares issued and outstanding, and is offering 1.000,000 shares for sale
pursuant to this offering. The Company has reserved from its authorized
but unissued shares a sufficient number of shares of Common Stock for
issuance of the Shares offered hereby. The shares of Common Stock
issuable on completion of the offering will be, when issued in accordance
with the terms of the offering, fully paid and non-assessable.
The holders of common stock, including the Shares offered
hereby, are entitled to equal dividends and distributions, per share, with
respect to the common stock when, as and if declared by the Board of
Directors from funds legally available therefor.
No holder of any shares of common stock has a pre-emotive right to
subscribe for any securities of the Company nor are any common shares
subject to redemption or convertible into other securities of the
Company. Upon liquidation, dissolution or winding up of the Company,
and after payment of creditors and preferred stockholders, if any, the
assets will be divided pro-rata on a share-for-share basis among the
holders of the shares of common stock. All shares of common stock now
outstanding are fully paid, validly issued and non-assessable. Each
share of common stock is entitled to one vote with respect to the election
of any director or any other matter upon which shareholders are required
or permitted to vote. Holders of the Company's common stock do not
have cumulative voting rights, so that the holders of more than 50% of
the combined shares voting for the election of directors may elect all the
directors, if they choose to do so and, in that event, the holders of the
remaining shares will not be able to elect any members to the Board of
Directors.
Preferred Stock
The Company is also presently authorized to issue 1,000,000
shares of $.001 par value Preferred Stock. Under the Company's Articles
of Incorporation, as amended, the Board of Directors has the power,
without further action by the holders of the Common Stock, to designate
the relative rights and preferences of the preferred stock, and issue the
preferred stock in such one or more series as designated by the Board of
Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting
rights, dividends or other preferences, any of which may be dilute of the
interest of the holders of the Common Stock or the Preferred Stock of
any other series. The issuance of Preferred Stock may have the effect of
delaying or preventing a change in control of the Company without
further shareholder action and may adversely effect the rights and
powers, including voting rights, of the holders of Common Stock. In
certain circumstances, the issuance of preferred stock could depress the
market price of the Common Stock.
The Board of Directors effects a designation of each series of Preferred
Stock by filing with the Delaware Secretary of State a Certificate of
Designation defining the rights and preferences of each such series.
Documents so filed are matters of public record and may be examined in
accordance with procedures of the Delaware Secretary of State, or
copies thereof may be obtained from the Company.
Item 8.1) Outside Front Cover of Prospectus
LIMITED
OFFERING MEMORANDUM
$5,000,000
1.000,000 Shares of Common Stock
Offering Price $5.00 Per Share
(minimum $ 5.000 -1,000 shares)
ENGENYOUS Technologies, Inc.
400 Dixie Highway
Hallandale, FL 33009
May 1999
Item 8.2 Inside Front of Cover Page of Prospectus
ENGENYOUS Technologies, Inc.
An Accountable E-Commerce Security Communication Company
Tomorrows Systems and Technologies Today" (R )
Maximun Offering: $5,000,000
1.000,000 Shares of Common Stock
$5.00 per Share
ENGENYOUS Technologies, Inc. (the "Company") is offering a
1.000,000 Shares of common stock, $.001 par value per share (the
"Shares") at a price of $5.00 per Share. See "Plan of Distribution."
There is no minimum offering amount and no escrow of funds received
from this offering. Any funds received will be immediately available to be
utilized by the Company.
This creates a much higher degree of risk for initial investors. Prior to
this offering, there has been no public market for the Shares of Common
Stock, and there can be no assurance that a market will develop upon
completion of this offering or, if Internet market should develop, that it will
continue. The initial public offering price has been arbitrarily determined
by the Company and bears no relationship to assets, shareholders equity
or any other recognized criteria of value. See "Risk Factors", "Investor
Suitability" and "Plan of Distribution".
The Company is engaged in development of computer hardware and
software business, and specializes in development of software and
hardware for Encryption Security, Communication, E-Commerce, and
The Internet. The Company has two patents pending pertaining to
Internet Security, E-commerce and Accountability.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SHOULD
NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD TO
RISK LOSS OF THEIR ENTIRE INVESTMENT. THE OFFERING PRICE
WAS ARBITRARILY ESTABLISHED BY THE COMPANY AND BEARS
NO RELATIONSHIP TO THE ASSETS OF THE COMPANY OR ANY
ESTABLISHED CRITERIA OF VALUE. SEE "RISK FACTORS"
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM
REGISTRATION UNDER SECTION 3(b) OF THE SECURITIES ACT OF
1933 AND RULE 504 PROMULGATED THEREUNDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER SECURITIES REGULATORY
AUTHORITY. NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON
OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THIS MEMORANDUM AND IT IS
NOT INTENDED THAT ANY OF THEM WILL. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST
RELY ON THEIR OWN EXAMINATION OF THE COMPANY, AND THE
RISKS, MERITS AND TERMS OF THIS
OFFERING IN MAKING AN INVESTMENT DECISION.
Price to Public Selling commissions Proceed to Company
Per share
$ 5.00 $ 0.50 $ 4.50
Maximum
$5.000.000 $ 500.000 $ 4.500.000
The date of this Offering Memorandum is May 1999
Item 8.3 Summary Information and Risk Factors
The Company is a development stage Company with limited
operating history, consequently, an investment in the Company is highly
speculative. Investors will suffer substantial dilution in the book value per
share of the Common Stock compared to the purchase price. In seeking
to implement its proposed business, the Company could incur substantial
losses during the development stage, and require additional funding for
which it has not commitments. No person should invest in the Company
who cannot afford to risk loss of the entire investment.
Item 8.4 Use of Proceeds
Net proceeds from this offering will be used to provide working capital
for the Company to begin its proposed business.
Item 8.5 Determination of Offering Price
Initital price of shares of the Common Stock has been determined by
the management for the Company.
Item 8.6 Dilution
Dilution is the difference between the offering price of $5.00 per share for
the Common Stock offered herein, and the net tangible book value per
share of the Common Stock immediately after its purchase. The
Company's net tangible book value per share is calculated by subtracting
the Company's total liabilities from its total tangible assets (total assets
less any intangible assets), and then dividing by the number of shares
then outstanding. Prior to the sale of any shares in the offering, the
Company has 3,433,500 shares of Common Stock outstanding
Offering price per share $
5.00
Net tangible book value per share prior to offering $ .12
Increase attributeable to purchase of Shares by
new investors
$ .98
Post offering pro forma net tangible book
value per share
$ 3.90
Item 8.7 Plan of Distribution
The Company is offering the securities on a best-efforts no
minimum basis. The offering will be managed by the Company without
any underwriter. The Company may enter into agreements with
securities broker-dealers who are members of the National Association
of Securities Dealers, Inc. (NASD), whereby these broker-dealers will be
involved in the sale of the Shares and will be paid a commission by the
Company of up to 10% of the offering price of the Shares sold by them,
as agreed to between the Company and the broker.
The Shares will also be offered and sold by officers of the Company, who
will receive no sales commissions or other compensation in connection
with the offering, except for reimbursement of expenses actually incurred
on behalf of the Company in connection with such activities.
The securities will be sold only to persons who meet the suitability
standards set forth herein, at a price of $5.00 per Share. If there is an
over subscription, the Company may, in its discretion,
elect to retain all funds received and increase the total offering amount to
include the oversubscribed amount.
Item 8.8 Transfer Agent
Interwest Transfer Co., Inc. 1981 East 4800 South, Suite 100,
P.O. Box 17136, Salt Lake City, Utah 84117, (801) 272-9294, has
agreed to serve as transfer agent and registrar for the Company's
outstanding securities upon completion of the offering.
PART 2
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters.
There is no public trading market for the company's Common
Stock. The company intends to apply to have the Common Stock traded
on the OTC Bulletin Board. No assurance can be given that such
application will be approved and, if approved, that an active trading
market for the Common Stock will be established or maintained.
There are no outstanding options or warrants to purchase, or securities
convertible into, shares of Common Stock.
As of the date hereof, there are 193,500 shares of Common Stock that
could be sold pursuant to Rule 144 under the Securities Act of 1933, as
amended (The
"Securities Act") and the Company has not agreed to register any shares
of Common Stock under the Securities Act for sale by security holders.
The Company is not, and has not proposed to, publicly offer any shares
of Common Stock.
Item 2. Legal Proceedings
As of the date hereof, the Company is not a party to any material
pending legal proceeding and is not aware of any threatened legal
proceeding.
Item 3. Changes in and Disagreements with Accountants
NONE
Item 4. Recent Sales of Unregistered Securities
NONE
Item 5. Indemnification of Directors and Officers
The Company's By-Laws states that 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 my be authorized. Nothing herein contained shall
be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
PART F/S
The following financial statements of Engenyous Technologies Inc are
included in this Part F/S.
The unaudited financial statements include the accounts of the
Registrant and include all adjustments (consisting of normal recurring
items) which are, in the opinion of management, necessary to present
fairly the financial position as of July 31, 1998 and the statement of
income and cashflow for the six month ended December 31, 1998'
1. Balance Sheet at July 31, 1998 (Unaudited)
2. Statement of Income and Retained Earnings July 31,
1998(Unaudited)
3. Balance Sheet at December 31, 1998 (Unaudited)
4. Statement of Income and Retained Earnings December 31,
1998 (Unaudited)
Engenyous Technologies Inc
Balance Sheet (Unaudited)
July 31, 1998
<TABLE>
<S> <C>
ASSETS
Current Assets
Cash $ 44.275
Trade Receivables 18.296
Inventory 45.275
----------
TOTAL CURRENT ASSETS 107.846
Property & Equipment (Net) 69.444
Research & Development 248.586
------------
TOTAL ASSETS $ 425.876
============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Trade Accts. payable 39.493
Other Liabilities 45.000
----------
TOTAL CURRENT LIABILITIES 84.493
Long Term Liability 0
Stockholders Equity
Common Stock 5.000
Retained Earnings 325.617
Net Profit 10.766
------------
TOTAL Stockholders' Equity 341.383
------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITy $ 425.876
============
</TABLE>
Engenyous Technologies Inc
Statement of Income & Retained Earning (Unaudited)
FOR THE TWELVE MONTHS ENDED JULY 1998
Year to Date
<TABLE>
<S> <C>
Revenue
Sales $ 270.400
------------
* TOTAL 270.400
=======
Cost of Sales
Purchase 129.250
-------------
*TOTAL 141.150
=======
Sales Expenses 22.500
Advertising Printing 35.323
Travel &Entertainment 13.500
-----------
*TOTAL 71.323
======
General Expenses
Accounting 3.600
Payroll 2.150
Depreciation 4.602
Legal Fee 3.600
Offices 13.175
Postages 7.750
Telephone 7.663
Rent 13.734
Misc 2.787
------------
*TOTAL 59.061
=======
*TOTAL EXPENSES 130.384
* NET 10.766
</TABLE>
FINANCIAL STATEMENTS FOR
ENGENYOUS Technologies, Inc.
Balance Sheet
December 31, 1998
<TABLE>
<S> <C>
ACTUAL
Current Assets
Cash $ 2,275
Trade Receivable 37,005
Sale in Process 18,500
Inventory 95,755
----------------
TOTAL Current Assets $ 153,535
Property & Equipment (Net) 77,546
Research & Development 256,809
---------------------
TOTAL Assets $ 487,890
===========
Liabilities & Stockholders' Equity
- --------------------------------------------
Current Liabilities
Trade Acct. Payable 46,255
Current Potion L/T Debt 45,000
--------------------
TOTAL Current Liabilities 91,255
Long Term Liabilities 0
Stockholders' Equity
Common Stock 5,000
Share Premium 236,350
Retained Earnings 155,285
--------------------
Total Stockholders" Equity $ 396,635
-------------------
Total Liabilities &
Stockholders' Equity $ 487,890
===========
</TABLE>
ENGENYOUS Technologies, Inc.
Statement of Income & Retained Earnings (Unaudited)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
<TABLE> Year To Date
<S> <C>
Revenue
Sales $ 365,500
* TOTAL $ 365,500
========
Cost of Sales
Purchase $ 181,485
* TOTAL $ 181,485
========
* TOTAL $ 184,015
Sales in Process (18,500)
========
*NET SALES $ 165,515
========
Selling Expenses
Advertising 18,595
Advertising Printing 35,183
Travel & Entertainment 13,500
* TOTAL $ 67,278
========
General Expenses
Accounting $ 4,800
Payroll 4,500
Depreciation 0
Legal Fee 2,500
Offices 2,750
Bank 1,877
Postage 3,575
Telephone 4,336
Rent 6,936
Misc 2,563
*TOTAL $ 33,837
========
*TOTAL EXPENSES $ 101,115
NET $ 64,400
</TABLE>
PART 3
Item 1. Index to Exhibits
Exhibit Number Description of Exhibit
3.1 Certificate of Incorporation
3.2 Registrant's By-Laws
27.1 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
/ S /
Clyde Smyth
(Registrant)
Date: August 30 1999
State of Delaware
Office of the Secretary of State
I, Edward J Freel, Secretary of State of the State of Delaware, do Hereby
certify the attached is a true and correct copy of the Certificate of
Incorporation of "Engenyous Technologies Inc", filed in this office on the
seventh day of april A.jD. 1998, at 9 o'clock a.m.
Stamp Edward J. Freel, Secretary of State
2881376 8100 Authentication: 9210250
981280438 Date: 07-22-98
State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 04/07/1998
981170482-2881376
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION
FIRST: The name of this corporation is ENGENYOUS TECHNOLOGIES
INC
SECOND: Its Registered Office in the State of Delaware is to be located
at 1012 Center Road, in the city of Wilmington, County of New Castle
Delaware. Zip Code 19805. The Registered Agent in chare thereof is
Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this
corporation is
Twenty Thousand Dollars ($ 20.000) divided into 20.000.000 shares of
Dollars .001 each.
FIFTH: The name and mailing address of the incorporator are as follows:
Name: larry Reaves
Mailing address: 1250 E Hallandale Beach Bld, Hallandael, Zip
Code 33009
I, THE UNDERSIGNED, for the purpose of forming a corporation under
the laws of the State of Delaware, do make, file and record this
Certificate, and do certify that the facts herien stated are true, and I have
accordingly hereunto set my hand this 2nd day of April A.D. 1998.
/S/
Larry Reaves
Incorporator
BY - LAWS
OF
ENGENYOUS TECHNOLOGIES INC
ARTICLE I - OFFICES
The principle office of the corporation in the State of Delaware shall be
located in the 1013 Center Road of Wilmington in County of New Castle
Delaware. The Corporation may have such other offices, either within or
without the State of incorporation as the board of directors may
designate or as the business of the corporation may from time to time
require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING
The annual meeting of the stockholders shall be held on the 15 day of
May in each year, beginning with the year 1999 at the hour 11.00 o'clock
a.m. for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. if the day fixed for the
annual meting shall be a legal holiday such meeting shall be held on the
next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the president or
by the directors, and shall be called by the president at the request of the
holders of not less than 10 per cent of all the outstanding shares of the
corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
unless otherwise prescribe by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A
waiver of notice signed by all stockholders entitled to vote at a meeting
may designate any place, either within or without the state unless
otherwise prescribed by statue, as the place for holding such meeting, if
no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 30 nor more than 30
days before the date of the meeting, either personally or by mail, by or at
the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed,
Such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder t his address as it
appears on the stock transfer books of the corporation, with postage
thereon prepaid
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to
make a determination of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in
any case, 15 days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders such books shall be closed for at least 30 days
immediately preceding such meeting. In lieu of closing the sock transfer
books, the directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be not
more than 30 days and, in case of a meeting of stockholders, not less
than 30 days prior to the date on which the particular action requiring
such determination of stockholder is to be taken. if the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting stockholders, or
stockholders entitled to receive payment of a dividend, the date on
which notice of the meeting is mailed or the date on which the resolution
of the directors declaring such dividend is adopted as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meting of
stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least 15 days before each meeting of
stockholders a complete list of the entitled to vote at such meeting, or
any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares hold by each, which list, for a
period of 30 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 stockholder at any time during usual business hours. Such list shall
also be produced an kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole
time of the meeting. the original stock transfer book shall be prima facie
evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders all of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said
number of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time
to time without further notice, at such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. the stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meeting of stockholders, a stockholder may vote by proxy executed
in wiring by the stockholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any question before the
meeting shall be by ballot. all elections for directors shall be decide by
plurality vote; all other questions shall be decided y majority vote except
as otherwise provided by the Certificate of Incorporation or the laws of
this State.
10. ORDER OF BUSINESS
The order of business at all meeting of the stockholders, shall be as
follows:
1. Roll Call
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
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 all
of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
board of directors. the directors shall in all cases act as a board, and
they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem
proper, not inconsistent with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be 4. Each director shall
hold office until the next annual meting of stockholders and until his
successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual
meeting of stockholders. The directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any two directors. The person or persons authorized to
call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 30 days previously
thereto by written notice delivered personally, or by telegram or mailed to
each director at his business address. If mailed, such notice shall be
deemed to be delivered wherein deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to e delivered when the telegram is
delivered to the telegraph company. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meting is not lawfully called on
convened.
6. QUORUM.
At any meeting of the directors 3 shall constitute a quorum for the
transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meting from
time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filed by a vote of a majority of
the directors then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of directors without cause
shall be filed by vote of the stockholders. A director elected to fill a
vacancy caused by resignation, death or removal shall be elected to hold
office for the
unexpired term of his predecessor.
9.REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board directors may be removed without
cause only by vote of the stockholders.
10. 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 or such officer, and the acceptance of the
resignation shall not be necessary to make if effective.
11. 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 servicing the corporation in any other capacity and
receiving compensation therefore.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in
the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as the secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the
board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the
directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.
2.ELECTION AND TERM OF OFFICE.
the officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. Each officers shall hold office until
his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgement the best interests
of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filed by the directors for the
unexpired portion of the term.
5. PRESIDENT.
the president shall be the principal executive office of the corporation
and, subject to the control of the directors, shall in g general supervise
and control all of the business and affairs of the corporation. he shall,
when present, preside at all meetings of the stockholders and of the
directors. he may sign, with the secretary or any other proper officer of
the corporation thereunto authorized by the directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or
other instruments which the directors have authorized to be executed,
except in cases where the signing and execution thereof shall be
expressly delegated by the directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by lay to be
otherwise signed or executed; and in general shall reform all duties
incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-president shall perform such
other duties as from tine to time may be assigned to him by the president
or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purposes, see
that all notices are duly given in accordance with the provisions of these
by-laws or as required, be custodian of the corporate records and of the
seal of the corporation and keep a register of the post office address of
each stockholder which shall be furnished to the secretary by such
stockholder, have general charge of the stock transfer books of the
corporation and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to
him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as
the directors shall determine, He shall have and custody of and be
responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall
be selected in accordance with these by-laws and in general perform all
of the duties incident to the office of treasurer and such other duties as
from time to time may be assigned to him by the president or by the
directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.
ARTICE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers agent or agents, to
enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general
or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the directors. Such authority may be general or
confined to specific instances.
3. CHECKS, DRAFTS, ETC.
all checks, drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers, a gent or agents of the
corporation and in such manner as shall from time to time be terminated
by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as shall be determined by the directors, such certificates shall be signed
by the president and by the secretary or by such other officers authorized
by law and by the directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address
of the stockholders, the number of shares and date of issues, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of
a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
directors may prescribe.
2. TRANSFERS OF SHARES.
a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be
kept at its principal office.
b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, 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 it shall have express or other
notice thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of August in
each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the
state of incorporation, year of incorporation and the words, "Corporate
Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to
be given to any stockholder or director of the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by a vote of the stockholders representing a majority of
all the shares issued and outstanding, at any annual stockholders'
meeting or at any special stockholders' meeting when the proposed
amendment has been set out in the notice of such meeting.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
FORMATION EXTRACTED FROM BALANCE SHEET 073198
ANDINCOME STATEMENT 073198 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
FINANCIAL DATA SCHEDULE
<C> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JULY-31-1998
<PERIOD-START> AUGUST-01-1997
<PERIOD-END> JULY-31-1998
<CASH> 44.275
<SECURITIES> 0
<RECEIVABLES> 18.296
<ALLOWANCES> 0
<INVENTORY> 45.275
<CURRENT-ASSETS> 107.846
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 425.876
<CURRENT-LIABILITIES> 84.493
<BONDS> 0
0
0
<COMMON> 5.000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 425.876
<SALES> 270.400
<TOTAL-REVENUES> 270.400
<CGS> 0
<TOTAL-COSTS> 130.384
<OTHER-EXPENSE> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY 0
<CHANGES> 0
<NET-INCOME> 10.766
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
