UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB - AMENDMENT NO 4
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 incorporation or
organization Identification No
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
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 is considered a development stage Company and our objective is to
strengthen our position as a leading provider of online services to IT
professionals worldwide. Our Internet-based services are focused on the
highly fragmented and underserved security market in the e-commerce. We
intend to establish this leadership position by implementing the following
key strategies: establish leadership and expand our presence in targeted
industries and continue to improve our Internet-based technology
infrastructure.
We differentiate ourselves from our competition by having developed and
provided a multilingual encryption logistic technology for protocol for
LANs, WANs and e-commerce digital certificate to secure information and e-
commerce transactions for business-to-business, UEL/2001 a sophisticated
encryption product with cryptographic algorithms with keys and block sizes
larger than 2480-6144 bits, which we believe is not currently available in
a similar format on the Internet. The Company has two patents pending that
will address the security issues pertaining to Internet Security, e-commerce
and Accountability. These two products deriving from UEL/2001 are
ElectraDoc (Cyber Document Delivery Evidence Tracking) soon available on
the Company's web site ElectraDoc.com and AMEC (Accountability
Multihop e-Message Communication) that also will appear soon.
Our first solution is to ensure total security with our document delivery
system ElectraDoc, an Encoded Cyber Document Delivery Tracking
System, that uses new-patented technology for sending and receiving and
tracking e-document with confirmation to how the document was received
and traveled over the Internet. ElectraDoc provides total security with
its new encryption that uses 2480-6144bits and 10 tiers to encrypt the
files before they are sent. As a result, we believe that a significant
opportunity exists for this product that offers individuals and businesses
easy-to-use, cost-effective and reliable document delivery.
Our second solution is for conversion of websites, e-Conversions2.com
ETI's latest business-to-business multilingual web site for development,
maintenance, and e-commerce solutions is well versed in developing and
conversions, true distributed multi-user applications, web sites and
conversion of large UNIX or NT based networks. We do not translate and
adapt the software content, but rebuild, test and fix the localized product
by converting it into any language of the world. e-Conversions2.com will
enable a successful web conversion for e-commerce for the customer on an
international scale. Our proprietary technology and broad range of
knowledge in e-commerce; networking, software development, conversions
of networks, websites and user interface design. We believe that the growth
of the Internet e-commerce has created a significant market opportunity for
our conversion services.
Our third solution eDocShop offers individuals free multilingual turnkey
websites that carry quality merchandise and offer the Company's products.
Members can also chose a free web site for fund raising of their choice and
have access to free e-mail addresses. eDocShop.com has several different
programs and creates new businesses, at present in eleven different
languages; Japanese, Chinese, Taiwan Chinese, Korean, Spanish,
Portuguese, French, German, Italian, English and Russian and exists on
search engines in each respective country. The Company's strategy for this
site will be to focus on Asia, South-and North America and Europe and offer
eDocShop members the opportunity to be in their own cyber business at no
cost.
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.
ElectraDoc - 100% E-commerce Secure & Accountability for Multihop
Messages Communication - ElectraDoc.com's patented technology offers
100% Secure, Accountability and Authentication of ANY document and
information that is sent using ElectraDoc This technology is based on
evidence creation mechanism with proof of transmittal with two patents
pending:
1. 60116311; proof of transmittal, proof of delivery and proof of
reception, and
2. 60116494; proof of delivery, proof of sale and proof of
receipt with its evidence tracking stations.
The underlying principle is based on Civil Court's practice of the
"Preponderance of Evidence" approach.
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 new Technology's encryption keys are variable,
from 2480bits - 6144bits with 10 tiers. UEL/2001 technology is twelve times
greater than the 512bit public key that uses two prime factors in its modules
and if you know these two prime factors it is possible to calculate the private
key. UEL/2001 has the capability to set up password to be used with
encrypted/decrypted files or both and features unlimited combinations,
random combinations and with never the same combination. UEL/2001 will
protect your information in today's complex technical and business
environments.
The following definition of an unbreakable code is offered as a mean of
establishing a benchmark criterion for comparing the UEL Technology
algorithm to other encryption schemes. A code is exactly unbreakable if its
keys cannot be deciphered in a finite number of tries. This definition
implies a non-finite or infinite number of tries. A statistically
unbreakable code is one that does not yield its key in less than a large
number of tries. This number is large enough to make the cost of trying
unrewarding or even prohibitive. For starters the UEL/2001 code is an
efficient easy to use means of private key encryption. This product has
been developed in both English and Spanish and can be downloaded direct
from Engenyous.com website.
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 30-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 is 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).
COMPETITION
Our marketing efforts will include hiring and training a public relations
staff, which will be responsible for news releases targeted to major print
media, we also intend to enter into strategic relationships with other key
Internet companies as we believe such relationships may enable us to increase
traffic and name awareness of our products. Greater recognition, in turn,
may translate into a steadily building user base with great potential value.
Current and potential customers are Multinational Companies, Institutions,
Government Agencies and Individual computer users of UEL/2001
encryption product for e-Commerce and the Internet and the ElectraDoc
(Cyber Document Delivery Evidence Tracking), AMEC (Accountability
Multihop e-Message Communication). Our products and services will
provide Companies and Individuals that use e-Commerce and the Internet
TOTAL SECURITY with our new and unique 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 multinational
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.
Market Analysis
The Internet is dramatically changing the way that business is conducted.
Companies, their customers, suppliers, partners and distributors now have
the means to more fully automate and extend the reach of their businesses.
As a result, Internet commerce is growing exponentially. Forrester Research
estimates that revenue from Internet commerce will increase from $43 billion
in 1998 to $1.3 trillion in 2003. This anticipated growth will have a
profound effect on virtually every industry throughout the industrialized
world. Not only have industry giants embraced Internet commerce by allocating
large budgets to developing Internet commerce sales channels, but also
thousands of pure Internet-based businesses have emerged in just a few
years. Internet commerce is progressively eliminating traditional barriers to
entry, eroding geographic boundaries, and increasing customer choice and
power. Entirely new business models now pose competitive threats to
traditional market leaders. These competitive pressures force businesses to
continuously advance their Internet commerce capabilities. As a result,
businesses require infrastructure solutions to build, grow, and extend their
Internet commerce businesses.
This, in turn, leaves developer of products and services such as us, 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 multilingual patented
document delivery and evidence tracking system that can be used in civil
court as evidence. The evolution of the World Wide Web in the United
States shows that early movers capture a larger market share in the long
run.
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 that soon will appear on the Internet and
AMEC that are under development and its LEAD 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 will face as a small company with limited capital.
Competitive Comparison
At present ENGENYOUS Technologies Inc. has within its possession a new
patented technology for delivery of e-document with its electradoc.com and
conversions of websites with e-conversion2.com into any language of the
world 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. The
United Nations Development Program states that 80 percent of all Web sites
are in English, which is spoken by less than 10 percent of the world's
population. ETI has already converted its websites to several languages and
continue to do so.
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
The following discussion of our financial condition and results of
operations should be read in conjunction with the selected financial
data and the audited financial statements and related notes appearing
elsewhere in this text.
The Company commenced operations in its Hallandale Beach location on
January 1998. The Founder has been developing and marketing encryption
software, encryption and decryption protocol for LANs, WANs and E-
commerce digital certificate to secure information and e-commerce
transactions. The Company has been marketing its languages courses
Learn English, Learn Spanish and Aprenda Ingles on CD-Rom for
computers parallel with the development of its encryption Software
UEL/2001. We currently sell our Languages products through indirect
and direct channels.
During 1999 the Company developed four web sites: Engenyous.com to
serve as an identity site and sell its encryption and languages
products, ElectraDoc.com to serve as e-commerce communication site
for secure document delivery with evidence tracking, e-Conversions2.com
as a business-to-business website that enables fully turnkey conversions
of e-commerce websites into any language of the world and EDocShop as a
commercial site with merchandise for sale and free turnkey web sites for
eDocShop members to start their own business in the cyber space in eleven
different languages.
We expect to generate revenues in the foreseeable futures from the sales
and marketing of our Internet services: ElectraDoc - encoded document
delivery with evidence tracking and from the e-conversion.com web site
application - that enables multilingual global e-commerce websites.
Because we will derive our revenues from subscription fees for ElectraDoc,
we do not recognize the entire amount of subscription fees received in the
quarter the subscription agreements are executed. Revenues from e-
conversions will be based on the size of the websites and can therefore
not be predictable. However, our goal is to aggressively market these two
products. Our operating expenses, that we will recognize as they are
incurred, will increase more rapidly than our revenues due to expanded
selling and marketing efforts and investments in administrative
infrastructure to support subscription sales that we will recognize as
revenue in subsequent periods. We anticipate that this trend will continue
and that our operating expenses, particularly selling and marketing and
general administrative expenses, will grow at a faster rate than our
revenues in the near term.
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. The additional space is needed for the company's expanded growth.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
ETI sold certain shares of stock for cash and others were issued either
for services rendered to ETI. ETI sold shares in 1998 and 1999 at various
prices, ranging from $0.05 to $6.00. Other shares were issued for services
rendered or to settle debt of ETI and are valued at the value of the
services received or debt retired. Exemptions from Registration Relied
Upon. The sale and issuance of the shares of stock were exempt from
registration under the Securities Act of 1933, as amended, by virtue of
either section 3(b) or 4(2) and, in certain cases, Regulation D promulgated
thereunder. Purchasers in transactions exempt under Section 4(2) and Rule
506 purchased shares from ETI for investment and not with a view to
distribution to the public. ETI sold shares under Rule 506 of Regulation
D that are not subject to restrictions on resale.
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.
<TABLE>
<C> <C> <C>
Name and address of Number of % of Shares
Common Stock Owner Shares Held
Clyde Smyth 2.193.500 60.0
3401 N Country Club Dr
Aventura, FL 33180
Margareta Totems 610.300 16.5
3475 N Country Club Dr
Aventura, Fl 33180
Cynthia B Robinson 225.000 6.0
375 Van Dalindar
Teaneck, NJ 07666
Total Officer and Director
As a group 3.028.800 82.5
Other Shareholders as a group 649.700 17.5
Total shares 3.678.500 100.0
</TABLE>
Clyde Smyth 1.193.500 shares of common stock was received as
Prepaid Services Valued at $37.775 and 1.000.000 was paid for
at a value of $ 50.000.
Mr. Smyth, the founder provided the technology for English, Spanish
and Encryption Products and for the Electradoc Document Delivery
Product. At the inception of the Company Mr. Smyth paid in a capital
of $ 50.000 Mr. . Smyth has served as the Company's CEO since
inception and has not been paid any salary during this period.
Margareta Totems 500.000 shares of common stock was received as
Prepaid Services at a value of $ 5.000 and Ms Totems bought
61.500 shares of common stock for $1.00 a shares and paid $61.500
and 48.800 shares of common stock for $ 0.10 and paid $ 4.800.
Ms M Totems has served as the Company's CFO and Secretary since
inception and has not been paid any salary during this period.
Cynthia B Robinson 225.000
Prepaid Services valued at 22.500
Ms Robinson designed the packaging for our English and Spanish
05/01/98 Common Stock 5.000Larry Berk Prepaid Services valued
at $3.000
Mr. Berk serve as an Investment adviser.
05/01/98 Common Stock 25.000 Rosetta Brownlee Prepaid Services
valued at $7.500
Ms Brownlee proofread of our Spanish User Manuals.
05/01/98 Common Stock 1.500 Interspace Prepaid Services
Bill Ellison valued at $525
Nr, Ellison of Interspace provided service for screening employees.
05/01/98 Common Stock 5.000 Ted Robinson Prepaid Services
valued at $1.500
Mr. Robinson helped with our Business and Marketing Strategies.
05/01/98 Common Stock 50.000 Seymore Systems
Prepaid Services Jesse Seymore valued at $25.000
Mr. Seymore of Seymore Systems provided programming services for
our Learn to speak English and Learn to speak Spanish Software.
05/01/98 Common Stock 73.200 Corey Smyth
Prepaid Services valued at $25.000
Mr., Smyth provided writing the text for our UEL/2001 encryption
User manual.
05/01/98 Common Stock 5.000 Cecilia Hunter
Prepaid Services valued at $1.500
Ms. Hunter proofread the text on the packaging for our English,
Spanish product boxes and the English User manual.
05/01/98 Common Stock 75.000 Melba Outler
Prepaid Services valued at $35.000
Ms Outler wrote the User Manual for English and Spanish
Encryptionproducts.
05/01/98 Common Stock 15.000 Rosa Porter
Prepaid Services valued at $1.500
Ms Porter provided corrections to the User Encryption manuals.
05/01/98 Common Stock 15.000 Valerie Reaves
Prepaid Services valued at $1.000
Ms. Reaves provided Word processing and proofreading for our
Electradoc Patent Specification, System Specification and
Web Site Specification for filing with US Patent Office.
<TABLE> <C> <C> <C> <C>
Date No Name Paid $
05/01/98 Common Stock 10.000 Joe Sander 500.00
05/01/98 Common Stock 5.000 James Terrell 250.00
05/01/98 Common Stock 20.000 Pearl Terrell 1.000.00
05/01/98 Common Stock 30.000 W Alexander 2,550.00
05/01/98 Common Stock 300 Charlie Smith 150.00
05/01/98 Common Stock 5.000 Shirley Benjamin 250.00
05/01/98 Common Stock 5.000 Daniel Fields 150.00
05/01/98 Common Stock 10.000 Fannie Fields 500.00
05/01/98 Common Stock 5.000 Bertice Hazelhurt 250.00
05/01/98 Common Stock 5.000 Dawn Palmer 250.00
05/01/98 Common Stock 25.000 Larry Reaves 2.500.00
05/01/98 Common Stock 5.000 Louise Williams 250.00
05/01/98 Common Stock 15.000 Beatrice Wise 750,00
05/01/98 Common Stock 5.000 Ralph Wise 250.00
04/14/99 Common Stock 100.000264646 Alberta 9.950.00
Ltd,
05/01/98 Common Stock 5.000 Alexandra Das 2.500.00
05/01/98 Common Stock 2.000 Eric Palmer 240.00
05/30/98 Common Stock 900 Charlie Smith 360.00
</TABLE>
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
Clyde Smyth. 50*
Margareta Totems 60*
Cynthia Robinson 52
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.
Ms Cynthia B Robinson received her bachelor's degree in Mathematics from
Fish University. Ms Robinson began her career with IBM. Ms Robinson's
management experience extends 30 years in various diversified business
and management positions with IBM. She received various award from IBM
in the performance of her duties. Ms Robinson will be responsible for
the marketing and sales of the company's products and services.
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 10-year and Five year employment agreement will be
in effect from January 2000, annual salary, 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.
The Chairman and CEO have not taken a salary since inception but will do
so beginning January1, 2000. The salary to be negotiated will be on a 10-
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 the 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 transactions 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 Company's authorized capital stock consists of 20.000.000 shares of
Common Stock and 1.000.000 of Preferred Stock. As of March 31, 2000 the
Company had 3.678.500 shares of Common Stock outstanding and no
shares of Preferred Stock issued or outstanding. As of the same date,
there were no options, warrants, stock appreciation rights, or other
rights similar in nature outstanding which obligate the company to issue
any additional Common Stock. The company does, however, reserve the right
to issue additional shares of its capital stock from time to time, as
well as stock options, warrants and similar rights when and as authorized
by the Company's board of directors.
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 therefore. See "Additional Information."
Common Stock
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the shareholder of the Company. In addition,
such holders 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 therefore. See "Dividend Policy". No
holder of any shares of common stock has a pre-emotive right to subscribe
for any securities of the neither Company nor are any common shares
subject to redemption or convertible into other securities of the Company.
In the event of the dissolution, liquidation, 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. 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. All outstanding shares of Common
Stock are, and when issued, the shares of Common Stock offered hereby,
fully paid, validly issued and non-assessable.
Preferred Stock
The board of directors has the authority, without further vote or action
or action by the shareholders, to issue up to 1,000,000 shares of Preferred
Stock in one or more series and to fix the rights, preferences, privileges
and restrictions thereof, including dividend rights, conversion rights,
voting rights, terms of redemption, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation
of such series. The issuance of preferred Stock could adversely affect the
voting poser of holders of Common Stock and the likelihood that such holders
will receive dividend payments and payments upon liquidation. The company
has no present plans to issue any Preferred Stock.
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.
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
<TABLE>
<C> <C> <C> <C> <C> <C>
Date Name Relationship Common Per Paid
To Company Stock Shares $
# shares
05/01/98 Alexandra Das None 5.000 0.50 2.500
05/01/98 Eric Palmer None 2.000 0.12 240
05/30/98 Charlie Smith None 900 0.40 360
05/01/98 Margareta Totems Director 61.500 1.00 61.500
Total of $64.600
</TABLE>
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 therefore.
PART F/S
The following financial statements of Engenyous Technologies Inc are
included in this Part F/S.
The audited 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, 1999.
1. Independent Auditors Report
2. Balance Sheet at July 31, 1999 (audited)
3. Statement of Income and Retained Earnings July 31,
1999(audited)
4. Cash flow Statement at July 31, 1999 (audited)
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Shareholders
ENGENYOUS Technologies Inc,
Hallandale Beach, Florida
We have audited the balance sheet of ENGENYOUS Technologies
Inc as of July 31, 1999, and the related statements of operations,
shareholders' equity and cash flows for the year ended July 31,
1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards required that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
The Company commenced its sales operations in June 1998,and in
our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
ENGENYOUS Technologies Inc as of July 31, 1999, and the results
of operations and its cash flows from the inception January 10,
1998 to the year ended July 31, 1999, in conformity with
generally accepted accounting principles.
Pat Rogers
Certified Public Accountant
Hollywood, Florida
April 21, 2000
ENGENYOUS Technologies, Inc.
Balance Sheet (Audited)
January 10, 1998 to July 31, 1999
<TABLE>
<C>
ASSETS <C>
Current Assets
Cash 4.275
Trade Receivable 37.005
Inventory (Note 2) 110.650
------------
TOTAL Current Assets 151.975
Property & Equipment (Net)(Note 2) 77.546
Research & Development(Note 2) 301.809
------------
TOTAL Assets $ 531.330
=========
Liabilities & Stockholders' Equity
--------------------------------------------
Current Liabilities
Trade Acct. Payable 36.267
Current Potion L/T Debt(Note 3) 41.750
------------
TOTAL Current Liabilities 78.017
Long Term Liabilities (Note 4) 0
TOTAL Long Term Liabilities 0
Stockholders' Equity
Common Stock $.001 par value (Note 5) 5.000
Authorized - 20.000.000 Shares
Issued and Outstanding - 3.433.500 Shares
Share Premium 236.350
Additional paid in Capital 64.600
Retained Earnings 147.363
----------
Total Stockholders" Equity $ 453.313
-----------
Total Liabilities & Stockholders' Equity $ 531.330
===========
</TABLE>
See accompanying notes to financial statements.
ENGENYOUS Technologies, Inc.
Statement of Income & Retained Earnings (Audited)
Supplementary Information (Audited) Schedule
From inception January 10, 1998 to July 31, 1999
<TABLE>
<C> <C>
Revenue
Sales $ 402.500
* TOTAL $ 402.500
===========
Cost of Sales
Purchase $ 199.640
* TOTAL $ 199.640
===========
*NET SALES $ 202.860
===========
Selling Expenses
Advertising 23.095
Advertising Printing 39.683
Travel & Entertainment 19.700
* TOTAL $ 82.478
===========
General Expenses
Accounting $ 7.500
Payroll 7.000
Depreciation 4.602
Legal Fee 8.750
Offices 4.275
Bank 3.072
Postage 5.585
Telephone 6.346
Rent 12.406
Electric 605
Misc 3.763
*TOTAL $ 63.904
===========
*TOTAL EXPENSES $146.382
*NET $ 56.478
</TABLE>
See accompanying notes to financial statements.
ENGENYOUS Technologies Inc
Statement of Cash Flows (Audited)
January 10 1998 to July 31 1999
<TABLE>
<C> <C>
For 18 months
ended 07/31/1999
Cash Flows from operating 56.478
activities: Net profit (loss)
Adjustments to Reconcile Net Loss
to Net Cash Used in Operating
Activities:
Changes in Assets and Liabilities 0
Increase/(Decrease) in
Accounts Payable and Accrued
Expenses 36.267
Additional Paid in Capital
Contributed by Shareholders 64.600
Total Adjustments 121.078
Net Cash Used in
Operating Activities 146.382
Cash Flows from financing
Activities:
Increase in Loan Payable 0
Net Cash Provided by
Financing Activities 0
Net Change in Cash 52.203
Cash at Beginning of Period 4.275
Cash at End of Period 56.478
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the period for
Interest Expense 3.072
Corporate Tax 0
</TABLE>
NOTES TO FINANCIAL STATEMENTS
Note 1 Business Overview
ENGENYOUS technologies Inc ("The Company") develops and
markets encryption software and language software. At the
inception of the Company the technology related to the
encryption software and language software was developed by
the Company's founder, Clyde Smyth. Other individuals services
was prepaid with shares of common stock for the value of their
services. The Company markets its products to Distributors,
Resellers, Government Agencies, Individual Users and on
the Internet. The Company has developed a new technology
for the delivery of encoded electronic documents with evidence
tracking over the Internet and has two patents pending
for this technology. The Company also, has become a provider
of e-commerce web sites. The sites create new business in
cyberspace in eleven languages. The Company is structured as
a "C" corporation, incorporated in Delaware in April 1998.
Note 2 Summary of Significant Accounting Policies
The accompanying financial information as of July 31, 1999
which are, in the opinion of management, fairly present
such information in accordance with generally accepted
accounting principles.
Property and Equipment
Property and Equipment are stated at cost. Depreciation on
the property and equipment is computed using the
straight-line method over seven years.
Research and Development
Research and development will be amortized over seven years
in accordance with generally accepted accounting principles.
Product Inventory
Product Inventory is stated at actual cost and has not
assigned any sales cost in accordance to the generally
accounting principles.
(Note 3)Line of Credit
The Company has a revolving line of credit with Regent Bank
that provides maximum borrowing of $40,000 with interest payable
at prime plus 1% (10,25% at July 31,1999). The line is renewable
on an annual basis and guaranteed by the primary stockholder.
The company has borrowed against the line of credit.
Note 4 Long Term Liabilities
The Company has no long term liabilities
Note 5 Retained Earnings
$ 90.885 has been recorded as retained earnings and is for
services rendered by the Company^s officers for development
of electradoc technology and will be recorded as additional
paid in capital when the shares of common stock has been issued.
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: May 2, 2000
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, Hallandale, 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 judgment 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
therefore 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 FROM INCEPTION
JANUARY 10, 1998 TO 073199 AND INCOME STATEMENT FROM
INCEPTION JANUARY 10, 1998 TO 073199 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
FINANCIAL DATA SCHEDULE
<C> <C>
<PERIOD-TYPE> 18-MOS
<FISCAL-YEAR-END> JULY-31-1999
<PERIOD-START> 01-10-1998
<PERIOD-END> JULY-31-1999
<CASH> 4.275
<SECURITIES> 0
<RECEIVABLES> 37.005
<ALLOWANCES> 0
<INVENTORY> 110.650
<CURRENT-ASSETS> 151.975
<PP&E> 0
<DEPRECIATION> 4.602
<TOTAL-ASSETS> 531.330
<CURRENT-LIABILITIES> 78.017
<BONDS> 0
0
0
<COMMON> 5.000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 531.330
<SALES> 402.500
<TOTAL-REVENUES> 402.500
<CGS> 0
<TOTAL-COSTS> 199.640
<OTHER-EXPENSE> 146.382
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY 0
<CHANGES> 0
<NET-INCOME> 56.478
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
