U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
File No.: __________________
CIK:
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
FRANKLYN RESOUCES I, INC.
(Name of Small Business Issuer in its charter)
Nevada 84-1491678
State or other jurisdiction of IRS Employer ID Number
incorporation or organization
5330 E. 17th Ave. Pkwy, Denver, CO 80220
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 394-1187
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not Applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of class)
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TABLE OF CONTENTS
PART I
Page
Item 1. Business........................................................3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................... 21
Item 3. Properties.....................................................22
Item 4. Security Ownership of Certain Beneficial Owners and
Management.....................................................23
Item 5. Directors and Executive Officers of the Registrant.............23
Item 6. Executive Compensation.........................................28
Item 7. Certain Relationships and Related Transactions.................29
Item 8. Description of Securities......................................30
PART II
Item 1. Market for Registrant's Common Stock and Security Holder
Matters........................................................31
Item 2. Legal Proceedings..............................................31
Item 3. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................31
Item 4. Recent Sales of Unregistered Securities........................31
Item 5. Indemnification of Directors and Officers......................34
PART F/S
Financial Statements and Supplementary Data..................................F-1
Signature Page................................................................35
Exhibits, Financial Statement Schedule and Reports on Form 8-K................49
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PART I
Item 1. Description of Business.
General
The Company was incorporated under the laws of the State of Nevada on
March 3, 1999, and is in the developmental stage. In 1999, the Company raised
$3,255 in a private placement. For the period of 1999 through date hereof, the
Company had no revenues or business. The company has no commercial operations as
of date hereof. The company has no full-time employees and owns no real estate.
The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has no capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.
At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. The
Company is filing Form 10-SB on a voluntary basis in order to become a 12(g)
registered company under the Securities Exchange Act of 1934. As a "reporting
company," the Company may be more attractive to a private acquisition target
because it may be listed to trade its shares on the OTCBB.
It is anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given that no funds that are available for acquisitions, or that
any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
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characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
As a consequence of this registration of its securities, any entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction is very
likely to result in substantial gains to them relative to their purchase price
for such stock. In the Company's judgment, none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the Securities Act of 1933, as amended. The sale of a controlling interest by
certain principal shareholders of the Company could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.
Depending upon the nature of the transaction, the current officers and
directors of the Company may resign management positions with the Company in
connection with the Company's acquisition of a business opportunity. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officer and director, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Nevada law to enter into such a transaction if:
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1. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or
2. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the time it
is authorized, approved or ratified, by the Board of Directors or the
stockholders.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the company will derive from becoming a publicly held entity, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired.
It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or acquisition, with
financial statements, or any other documentation, concerning a target company or
its business. In some instances, however, the proposed participation in a
business opportunity may be submitted to the
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stockholders for their consideration, either voluntarily by such directors to
seek the stockholders' advice and consent or because state law so requires.
The analysis of business opportunities will be undertaken by or under the
supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:
1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
2. The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;
3. Whether, following the business combination, the financial condition of the
business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the Securities and Exchange Commission. See "Risk Factors - The Company -
Regulation of Penny Stocks."
4. Capital requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;
7. Strength and diversity of existing management, or management prospects that
are scheduled for recruitment;
8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.
In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least $4,000,000 and total capital and surplus of at least $2,000,000.
Many, and perhaps most, of the business opportunities that might
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be potential candidates for a combination with the Company would not satisfy the
NASDAQ listing criteria.
No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.
Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.
As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for
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raising capital through the public sale of securities and believe that the
possible prior existence of a public market for their securities would be
beneficial, and acquisition candidates which plan to acquire additional assets
through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will be of
assistance in that process. Acquisition candidates which have a need for an
immediate cash infusion are not likely to find a potential business combination
with the Company to be an attractive alternative.
There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities.
Form of Acquisition
It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of
the opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times
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thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that might develop in the Company's
securities may have a depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.
In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.
Investment Company Act and Other Regulation
The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.
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Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.
Any securities which the Company might acquire in exchange for its
Common Stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.
An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.
Competition
The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "Blank Check" companies, some of which
may have more funds available than does the Company.
No Rights of Dissenting Shareholders
The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Nevada
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. Any
transaction would be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a
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wholly owned subsidiary. Therefore, a shareholder will have no right of dissent
under Nevada law.
No Target Candidates for Acquisition
None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.
Administrative Offices
The Company currently maintains a mailing address at 5330 E. 17th Ave.
Pkwy, Denver, CO 80220 which is the office address of its President. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.
Employees
The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."
Risk Factors
1. Conflicts of Interest. Certain conflicts of interest may exist between
the Company and its officers and directors. They have other business interests
to which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."
It is anticipated that Company's officers and directors may actively
negotiate or otherwise consent to the purchase of a portion of his common stock
as a condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company's officers may consider his own
personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction. See "Conflicts of Interest."
2. Need For Additional Financing. The Company has very limited funds, and
such funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire
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an interest in, or complete a transaction with, a business opportunity, the
Company may not have enough capital to exploit the opportunity. The ultimate
success of the Company may depend upon its ability to raise additional capital.
The Company has not investigated the availability, source, or terms that might
govern the acquisition of additional capital and will not do so until it
determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.
3. Regulation of Penny Stocks. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefore.
In addition, the Securities and Exchange Commission has adopted a number
of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that
might develop for them.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.
4. Lack of Operating History. The Company was formed in March 1999 for the
purpose of seeking a business opportunity. Due to the special risks inherent in
the investigation, acquisition, or involvement in a new business opportunity,
The Company must be regarded as a new or start-up venture with
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all of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.
5. No Assurance of Success or Profitability. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
Common Stock will be increased thereby.
6. Possible Business - Not Identified and Highly Risky. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful. See
Item 1 "Description of Business."
7. Type of Business Acquired. The type of business to be acquired may be
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other parties
whose primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
8. Impracticability of Exhaustive Investigation. The Company's limited
funds and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.
9. Lack of Diversification. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
10. Reliance upon Financial Statements. The Company generally will require
audited financial statements from companies that it proposes to acquire. Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited information received from target companies' management
that has not been verified by outside auditors. The lack of the type of
independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition
<PAGE>
with such a target company, will not have the benefit of full and accurate
information about the financial condition and recent interim operating history
of the target company. This risk increases the prospect that the acquisition of
such a company might prove to be an unfavorable one for the Company or the
holders of the Company's securities.
Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action would have
material, adverse consequences for the Company and its business. The imposition
of administrative sanctions would subject the Company to further adverse
consequences.
In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, or on
any existing stock exchange. Moreover, the lack of such financial statements is
likely to discourage broker-dealers from becoming or continuing to serve as
market makers in the securities of the Company. Without audited financial
statements, the Company would almost certainly be unable to offer securities
under a registration statement pursuant to the Securities Act of 1933, and the
ability of the Company to raise capital would be significantly limited until
such financial statements were to become available.
11. Other Regulation. An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.
12. Dependence upon Management; Limited Participation of Management. The
Company currently has only two individuals who are serving as its officers and
directors on a part time basis. The Company will be heavily dependent upon their
skills, talents, and abilities to implement its business plan, and may, from
time to time, find that the inability of the officers and directors to devote
their full time attention to the business of the Company results in a delay in
progress toward implementing its business plan. See "Management." Because
investors will not be able to evaluate the merits of possible business
acquisitions by the Company, they should critically assess the information
concerning the Company's officers and directors.
13. Lack of Continuity in Management. The Company does not have an employment
agreement with its officers and directors, and as a result, there is no
assurance they will continue to manage the Company in the future. In connection
with acquisition of a business opportunity, it is likely the current officers
and directors of the Company may resign subject to compliance with Section 14f
of the Securities Exchange Act of 1934. A decision to resign
<PAGE>
will be based upon the identity of the business opportunity and the nature of
the transaction, and is likely to occur without the vote or consent of the
stockholders of the Company.
14. Indemnification of Officers and Directors. Nevada Statutes provide for
the indemnification of its directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company which it will be unable to recoup.
15. Director's Liability Limited. Nevada Statutes exclude personal liability
of its directors to the Company and its stockholders for monetary damages for
breach of fiduciary duty except in certain specified circumstances. Accordingly,
the Company will have a much more limited right of action against its directors
than otherwise would be the case. This provision does not affect the liability
of any director under federal or applicable state securities laws.
16. Dependence upon Outside Advisors. To supplement the business experience
of its officers and directors, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company's
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, he may elect to hire
persons who are affiliates, if they are able to provide the required services.
17. Leveraged Transactions. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
18. Competition. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at a
disadvantage when competing with many firms that have substantially greater
financial and management resources and capabilities than the Company. These
competitive conditions will exist in any industry in which the Company may
become interested.
19. No Foreseeable Dividends. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.
<PAGE>
20. Loss of Control by Present Management and Stockholders. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but unissued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.
21. No Public Market Exists. There is no public market for the Company's
common stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.
22. Rule 144 Sales. All of the outstanding shares of Common Stock held by
present officers, directors, and stockholders are "restricted securities" within
the meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
nonaffiliate after the restricted securities have been held by the owner for a
period of two years. Nonaffiliate shareholders who have held their shares for
under Rule 144(K) two years are eligible to have freely tradable shares. A sale
under Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registration of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the Common Stock in
any market that may develop. All shares become available for resale (subject to
volume limitations for affiliates) under Rule 144, one year after date of
purchase subject to applicable volume restrictions under the Rule.
23. Blue Sky Considerations. Because the securities registered hereunder
have not been registered for resale under the blue sky laws of any state, the
holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be
significant state blue-sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. Some
jurisdictions may not under any circumstances allow the trading or resale of
blind-pool or "blank-check" securities. Accordingly, investors should consider
the secondary market for the Company's securities to be a limited one.
<PAGE>
24. Blue Sky Restrictions. Many states have enacted statutes or rules which
restrict or prohibit the sale of securities of "blank check" companies to
residents so long as they remain without specific business companies. To the
extent any current shareholders or subsequent purchaser from a shareholder may
reside in a state which restricts or prohibits resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.
At the date of this registration statement, the Company has no intention
of offering further shares in a private offering to anyone. Further, the policy
of the Board of Directors is that any future offering of shares will only be
made after an acquisition has been made and can be disclosed in appropriate 8-K
filings.
In the event of a violation of state laws regarding resale of "blank
check" shares the Company could be liable for civil and criminal penalties which
would be a substantial impairment to the Company. At date of this registration
statement, all shareholders' shares bear a "restrictive legend," and the Company
will examine each shareholders' resident state laws at the time of any proposed
resale of shares now outstanding to attempt to avoid any inadvertent breach of
state laws.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS OR PLAN OF OPERATIONS.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no capital resources or
stockholder's equity. The Company has current assets in the form of cash of
$3,255 and total assets of $3,768 and no current liabilities.
The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will impair the consummation of a business combination or whether it
will incur further operating losses through any business entity which the
Company may eventually acquire.
During the period from February 25, 1999 (inception) through May 31,
1999 the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended and a limited venture into offering consulting services to clients
seeking debt or equity financing for start-up ventures. No revenues were
received by the Company during this period. The company has incurred operating
expenses since inception of $60,352. The net loss on operations was ($60,352)
through May 31, 1999. Such losses will continue unless revenues and business can
be acquired by the company. There is no assurance that revenues or profitability
will ever be achieved by the company.
Results of Operations year ended May 31, 1999 compared to 1998
The Company had no revenues in period from inception to May 31, 1999.
The Company incurred $60,352 in expenses to May 31, 1999 as compared to no
expenses in any prior year.
The net operating loss from inception February 25, 1999 to May 31, 1999
as a result of organizational costs and expenses was ($60,352).
<PAGE>
For the current fiscal year, the Company anticipates incurring a loss as
a result of legal and accounting expenses, expenses associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating acquisition candidates. The Company anticipates that until a
business combination is completed with an acquisition candidate, it will not
generate revenues other than interest income, and may continue to operate at a
loss after completing a business combination, depending upon the performance of
the acquired business.
Need for Additional Financing
The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs. In the event the
Company is able to complete a business combination during this period, lack of
its existing capital may be a sufficient impediment to prevent it from
accomplishing the goal of completing a business combination. There is no
assurance, however, that without funds it will ultimately allow registrant to
complete a business combination. Once a business combination is completed, the
Company's needs for additional financing are likely to increase substantially.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
Year 2000 Issues
Year 2000 problems result primarily from the inability of some computer
software to property store, recall, or use data after December 31, 1999. These
problems may affect many computers and other devices that contain embedded
computer chips. The Company's operations, however, do not rely on information
technology (IT) systems. Accordingly, the Company does not believe it will be
material affected by Year 2000 problems.
The Company relies on non-IT systems that may suffer from Year 2000
problems, including telephone systems and facsimile and other office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks, oil field
operators, and utilities. In light of the Company's substantially reduced
operations, the Company does not believe that such non-IT systems or third-party
Year 2000 problems will affect the Company in a manner that is different or more
substantial than such problems affect other similarly situated companies or
industry generally. Consequently, the Company does not currently intend to
conduct a readiness assessment of Year 2000 problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.
<PAGE>
Item 3. Description of Property.
The Company has no property. The Company does not currently maintain an
office or any other facilities. It does currently maintain a mailing address at
5330 E. 17th Ave. Pkwy, Denver CO 80220. The Company pays no rent for the use of
this mailing address. The Company does not believe that it will need to maintain
an office at any time in the foreseeable future in order to carry out its plan
of operations described herein.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of the date of this Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by executive officers, directors and persons who hold 5.0% or more of the
outstanding Common Stock of the Company. Also included are the shares held by
all executive officers and directors as a group.
MANAGEMENT AND 5% OR GREATER NUMBER OF SHARES OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS PERCENTAGE
- --------------------------------------------------- ----------------------------
John P. O'Shea 1,000,000 31.2%
355 South End Ave.
New York, NY 10280
Frank L. Kramer, President, Director 1,000,000 31.2%
5330 E. 17th Ave.
Denver, CO 80220
Deborah A. Salerno, Secretary, Director 1,000,000 31.2%
355 South End Ave., 22B
New York, NY 10280
All directors and executive 2,000,000 62.4%
officers as a group (2 persons)
Each principal shareholder has sole investment power and sole voting power over
the shares.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The directors and executive officers currently serving the Company are
as follows:
Name Position Held Tenure
- --------------------------------------------------------------------------------
Frank L. Kramer President and Director Annual
Deborah A. Salerno Secretary, Treasurer and
Director Annual
The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their
<PAGE>
positions at the pleasure of the board of directors, absent any employment
agreement, of which none currently exists or is contemplated. There is no
arrangement or understanding between the directors and officers of the Company
and any other person pursuant to which any director or officer was or is to be
selected as a director or officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, but less than 20 hours per month.
As a result, the actual amount of time which they will devote to the Company's
affairs is unknown and is likely to vary substantially from month to month.
Biographical Information
Frank Lloyd Kramer, President and Director obtained his BS in Business
Administration from Louisiana State University in 1964. From 1968 through 1981,
them from 1987 to 1990, Mr. Kramer was employed by New York Life Insurance
Company in various positions, including agent, sales manager and general
manager. From 1981 to 1987 and from 1990 to present, he has been self-employed
as a private investor and financial consultant in the Denver area assisting
companies in obtaining financing for their business operations. Mr. Kramer has
had significant experience in "shell" or "blank check" companies which
experience is detailed on pages 22 and 23 hereof.
Deborah A. Salerno, the Company's Secretary and a Director, is president
(and owner) of DAS Consulting, Inc., a private corporation located in New York
City, providing financial consulting services to corporations.
Ms. Salerno, who attended Pace University, has also been employed as a
trader in the over-the-counter market (Greentree Secutities, October, 1986
through March, 1987); and as Vice President and Syndicate Manager (Yves Hentic &
Company, Inc., Jersey City, New Jersey, 1985 through 1986). She was also
involved with the risk arbitrage market from 1978 through 1985, and was vice
president of Bodkin Securities (1980 through 1985) and Assistant Options P&S
Manager for Ivan F. Boesky, from 1978 through 1980.
Ms. Salerno has had significant experience with "shell" or "Blank Check"
companies, which experience is detailed on pages 23 and 24 hereof.
Management will devote minimal time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.
None of the Company's officers and/or directors receives any
compensation for their respective services rendered to the Company, nor have
they received such compensation until authorized by the Board of Directors,
which is not expected to occur until the Company has generated revenues from
operations after consummation of a merger or acquisition. As of the date of
filing this report, the Company has no funds available to pay officers or
directors. Further, none of the officers or directors is accruing any
compensation pursuant to any agreement with the Company. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the company for the benefit of its employees.
It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
<PAGE>
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors were
offered compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted Common Stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of filing this report, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
The Company has adopted a policy that its affiliates and management
shall not be issued further common shares of the Company, except in the event
discussed in the preceding paragraphs.
Management is involved in several other "blank check" companies as
described in the following section.
Previous "Blank Check" Offerings
Management of the Company has not been involved in any prior public
"Blank Check" offerings. As set forth below, management has been part of the
formation of several new companies in Nevada which made limited private
offerings of shares without a designated business.
Mr. Kramer served as president and a director from 1984 to 1987 of
Fi-Tek Corp., a "blind pool" company headquartered in Aurora, Colorado, which
completed an offering of securities in 1986. In 1987, Fi-Tek Corp . acquired
Boston Technology, Inc. and moved its operations to Cambridge, Massachusetts.
The company has since been acquired by Converse Technology (CMVT). From May 1987
to November 1988, Mr. Kramer served as president, treasurer and the chairman of
the board of Fi-Tek II, Inc., a "blind pool" company headquartered in Aurora,
Colorado, which completed an offering of securities in July 1988. In October
1988, Fi-Tek II, Inc., acquired OnLine Communications, Inc. and moved its
operations to San Jose, California. The company subsequently changed its name to
OnLine Network, Inc. and has since ceased operations. Mr. Kramer also served,
commencing in November 1988, as the president, treasurer and a director of
Fi-Tek III, Inc., a Delaware-chartered "blind pool" corporation which completed
an offering of securities in September 1989, and
<PAGE>
which in August 1990 acquired Videoconferencing Systems, Inc., a Norcross,
Georgia-based company. Effective as of the date of acquisition, Mr. Kramer
resigned as president and treasurer, but retained his position on the board of
directors. The Company has since changed its name to VSI Enterprises, Inc. and
Mr. Kramer resigned his position as director on July 15, 1991. From February
1987 until December 1989, he was also the treasurer and a director of Bluestone
Capital Corp., a Colorado "blind pool" corporation which completed an offering
of securities in November 1988 and which moved its operations to Braintree,
Massachusetts after acquiring Dialogue, Inc. in December 1989. The company has
since ceased operations. Mr. Kramer also served as an officer and director of
Catalina Capital Corp. ("Catalina"), a Delaware chartered "blind pool"
corporation which completed a public offering of its securities in April 1991
and which moved its operations to Scottsdale, Arizona after acquiring Explore
Technology, Inc. ("Explore") in August 1992. Mr. Kramer resigned all positions
with Catalina upon the closing of the acquisition of Explore. Explore has since
changed its name to Instant Video Technology, Inc. Mr. Kramer also served as
president, treasurer and a director of Fi-Tek IV, Inc., a Delaware chartered
"blind pool" corporation which completed an offering of securities in September
1990. During December 1992, Fi-Tek IV completed a reverse acquisition
(stock-for-stock exchange) of DBS Network, Inc., a Mill Valley, California-based
company, which through its equity ownership of another entity, holds an interest
in a permit granted by the Federal Communications Commission for launch and
operation of direct broadcast satellites and is otherwise engaged in the
automated meter reading business for public utilities from satellites. Fi-Tek IV
has since changed its name to DBS Industries, Inc. For approximately a one-month
period in October 1990, Mr. Kramer served as a director of Power Capital, Inc.
(now known as lst National Film Corp.), a "blind pool" company which completed a
public offering of its securities in November 1989. Mr. Kramer is also an
officer and director of another "blind pool" company, Fi-Tek V, Inc., which
completed a "blind pool "public offering of its securities in January 1992. On
June 7, 1999 Fi-Tek IV completed a reverse acquisition with Laidlaw Global
Holdings and resigned his position as President. Laidlaw Globlal Holdings is a
provider of global investment and financial services with offices in Miami,
Paris, Geneva, Athens, Nassau, Barelona, Hong Kong and Singapore. Mr. Kramer was
an office and director of Harbour Capital Corp. which completed a "blind pool"
public offering of its securities in October 1993. On May 16, 1997, the company
effected a reverse acquisition (stock-for-stock exchange) with Benefits
Administration, Inc. and Telesave Corporation. Mr. Kramer also served as an
officer and director of Fi-Tek VI, Inc., a "blind pool" company, from its
inception in January 1990 until September 1997, at which time Fi-Tek VI
completed a reverse acquisition with Golble Water Technologies (GWT), and Mr.
Kramer resigned his positions with Fi-Tek VI GWT, through its subsidiary PSI and
through its subsidiary Applied Water Technologies (AWT) provides customers with
proprietary non-chemical water treatment is a world-wide supplier of cooling
water towers for the power, refining, chemical HVAC and process industries.
Frank Kramer is President and a Director Fi-Tek VII, Inc. a Delaware
Corporation formed to seek acquisitions. He is Secretary and Director of OSK
Capital I Corp. and is President and Director of Park Hill Capital I Corp. both
of which are "Blank Check" companies.
Deborah Salerno has been an officer and director of thirteen blank check
corporations, excluding the Company. Eleven of the corporations have conducted
public offerings (pursuant to effective registration statements on Form S-18, as
filed with the Commission), and of those, all have completed merger or
acquisition transactions. (However, the acquisition transaction of one of the
corporations, Strategic Acquisitions, Inc., was subsequently canceled when the
acquiree failed to meet certain contractual obligations which were deemed to be
conditions precedent.)
<PAGE>
The "Blank Check" companies with which Ms. Salerno has been involved have
concentrated primarily on companies with plans for expansion and/or the
introduction of new products or services; such new products or services were, in
some cases, the acquisition or merger candidate's primary business, and in other
cases, an addition to existing lines of business. There can be no assurance that
Management will concentrate on these factors, or any of them, in the evaluation
of any candidate for Business Combination, and Management's discretion with
respect to the selection of Business Combination candidate is unfettered. No
assurance car, be given that any Business Combination candidate, or eventual
participant, will be profitable. (See "Risk Factors.")
The public offerings of all of the blank check companies In which Ms.
Salerno has been involved were also underwritten by the Company's underwriter,
Westminster Securities Corp.
Ms. Salerno's past and present blank Check responsibilities are as follows:
1. Formerly president and a director of Amsterdam Capital Corporation. until it
acquired Care Concepts, Inc. as of June 16, 1989. (The registration statement
for Amsterdam Capital Corporation became effective on January 17, 1989.)
2. Formerly president of East End Investment, Inc., until it acquired The Theme
Factory, Inc. as of October, 16 1989. (Ms. Salerno continued to serve as a
director of The Theme Factory, Inc. until her resignation in July, 1992. The
registration statement for East End Investment, Inc. became effective on
September 8, 1989.
3. Formerly president and a director of West End Ventures, Inc. until January
26, 1990, when it acquired Future Medical Technologies(The registration
statement for West End Ventures, Inc., became effective on, January 2, 1990.)
4. Formerly president and a director of Sharon Capital Corporation until it
acquired Process Engineers Inc., as of April 5, 1990. (The registration
statement for Sharon Capital Corporation became effective on February 14, 1990.)
5. Formerly president and a director of Fulton Ventures, Inc. , until June 16,
1990, which it acquired Triad Warranty Corporation. (The registration statement
for Fulton Ventures, Inc. became effective on April 10, 1990.)
6. Formerly, president and a director of Elmwood Capital Corporation whose
registration statement was declared effective on June 27, 1990. Elmwood Capital
Corporation acquired U.S. Environmental Solutions, Inc., as of March 5, 1991 at
which time Ms. Salerno ceased acting as an officer or director.
7. Formerly president and a director of Carnegie Capital Corporation, whose
registration statement became effective on February 1, 1991. During November,
1991, Carnegie Capital corporation acquired Nevada Construction supply, which
later changed its name to National Building Supply. Ms. Salerno resigned as
president, upon the acquisition but continued in her position as a director
until September 29, 1992.
8. Formerly president and a director of Avalon Correctional Services, Inc.,
which had its registration statement declared area effective on March 26, 1991,
and which acquired Southern Corrections Systems, Inc. on June 15, 1992.
<PAGE>
The company's name was thereafter changed to Avalon Community Services, ,Inc. ,
and a post-effective amendment to its registration statement became effective on
November 16, 1991.
9. Formerly president and a director of South End Ventures, Inc. , whose
registration statement became effective on November 15, 1991, South End Ventures
completed an acquisition of Shore Group, Inc., a private company located ,in
Philadelphia, PA, during December, 1992, at which time Ms. Salerno resigned as
officer and director. The name of the company has been changed to Shore Group
Incorporated.
10. Formerly President and a director of Hard Funding, Inc. , a "Blank Check"
company merged with Marinex and subsequently which merged with Texas Equipment
Corp.
11. Vice-president and a director of Strategic Acquisitions, Inc. which had a
registration statement declared effective by the Commission on October 16, 1989.
Subsequently Strategic Acquisitions, Inc. acquired Viatool, Inc. but the
transaction was later canceled, as the acquiree failed to meet certain terms of
the acquisition agreement which were deemed to be conditions precedent.
Litigation arising from the transaction was eventually settled. Substantially
all of the unexpended net proceeds of the offering was repaid to the company,
and its securities issued in the transaction were also returned.) Ms. Salerno
resumed her former positions vice-president and director upon the settlement of
the lawsuits.
12. Former president and director of Bishop Equities, Inc. was registered with
the SEC effective March 8, 1999, and completed acquisition of Aethlon Medical on
March 3, 1993.
13. President and Director of OSK Capital I Corp. (1999) and Secretary and
Director of Park Hill Capital I Corp. (1999)both inception stage "Blank Check"
companies.
Detailed information and financial data about the above companies may be
obtained, where applicable, by reviewing the post-effective amendments to
registration statements on file with the Commission together with other
subsequent filings. No assurance can be given that Management will investigate
or eventually engage in a combination with, similar companies, focus on the same
or similar industries, or utilize similar criteria in the evaluation of Business
Combination candidates.
Conflicts of Interest
The officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.
Conflicts of Interest - General. Certain of the officers and directors of the
Company may be directors and/or principal shareholders of other companies and,
therefore, could face conflicts of interest with respect to potential
acquisitions. In addition, officers and directors of the Company may in the
future participate in business ventures which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the Company
transacts business. The Company's Board of Directors has adopted a policy that
the Company will not seek a merger with, or acquisition of, any
<PAGE>
entity in which management serve as officers or directors, or in which they or
their family members own or hold a controlling ownership interest. Although the
Board of Directors could elect to change this policy, the Board of Directors has
no present intention to do so. In addition, if the Company and other companies
with which the Company's officers and directors are affiliated both desire to
take advantage of a potential business opportunity, then the Board of Directors
has agreed that said opportunity should be available to each such company in the
order in which such companies registered or became current in the filing of
annual reports under the Exchange Act subsequent to January 1, 1999.
The Company's officers and directors may actively negotiate or otherwise
consent to the purchase of a portion of their common stock as a condition to, or
in connection with, a proposed merger or acquisition transaction. It is
anticipated that a substantial premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the Company's
officers and directors which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction. The fact that a substantial premium
may be paid to the Company's officers and directors to acquire their shares
creates a potential conflict of interest for them in satisfying their fiduciary
duties to the Company and its other shareholders. Even though such a sale could
result in a substantial profit to them, they would be legally required to make
the decision based upon the best interests of the Company and the Company's
other shareholders, rather than their own personal pecuniary benefit.
Item 6. Executive Compensation.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
- --------------------------------------------------------------------------------
Name and Principal Year Salary Bonus Other Annual Restricted Securities
Position ($) ($) Compensation Stock Award(s) Underlying
($) ($) Options/
SARs (#)
====================------------------------------------------------------------
Frank L. Kramer 1997 0 0 0 0 0
President, 1998 0 0 0 0 0
-----------------------------------------------------------
1999 0 0 0 0* (see 0
below)
====================------------------------------------------------------------
Michael R. Butler
====================------------------------------------------------------------
Deborah A. Salerno 1997 0 0 0 0 0
Secretary, 1998 0 0 0 0 0
-----------------------------------------------------------
1999 0 0 0 0* (see 0
below)
====================------------------------------------------------------------
<PAGE>
Directors' Compensation
-----------------------
Name Annual Meeting Consulting Number Number of
Retainer Fees Fees/Other of Securities
Fee ($)($) Fees ($) Shares Underlying(#)
Options
SARs (#)
A. Director 0 0 0 1,000,000* 0
Frank L. Kramer
B. Director
Deborah A. Salerno 0 0 0 1,000,000* 0
*Issued to founding director for services valued @ $19,999 and cash of $1,000
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement, except as
defined in Certain Transactions, Item 7, immediately following. Although there
is no current plan in existence, it is possible that the Company will adopt a
plan to pay or accrue compensation to its officers and directors for services
related to seeking business opportunities and completing a merger or acquisition
transaction. See "Certain Relationships and Related Transactions." The Company
has no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of Directors
may recommend adoption of one or more such programs in the future.
Item 7. Certain Relationships and Related Transactions.
The Company issued to its founding directors a total of 2,000,000 shares
of Common Stock for cash of a total of $2,000 and services of $38,000 . The
Company also issued 1,000,000 shares to John P. O'Shea as a founder for cash of
$1,000 and services of $19,000. Certificates evidencing the Common Stocks issued
by the Company to these persons have all been stamped with a restrictive legend,
and are subject to stop transfer orders by the Company. For additional
information concerning restrictions that are imposed upon the securities held by
current stockholders, and the responsibilities of such stockholders to comply
with federal securities laws in the disposition of such Common Stock, see "Risk
Factors - Rule 144 Sales."
No officer, director, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party or affiliate for consulting services to
assist management in evaluating a prospective business opportunity would be paid
in stock or in cash. Any such issuance of stock would be made on an ad hoc
basis. Accordingly, the Company is unable to predict whether or in what amount
such a stock issuance might be made.
<PAGE>
Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction.
The company maintains a mailing address at the office of its President,
Frank L. Kramer, but otherwise does not maintain an office. As a result, it pays
no rent and incurs no expenses for maintenance of an office and does not
anticipate paying rent or incurring office expenses in the future. It is likely
that the Company will establish and maintain an office after completion of a
business combination.
Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
Item 8. Description of Securities.
Common Stock
The Company's Articles of Incorporation authorize the issuance of
25,000,000 shares of Common Stock no par value. Each record holder of Common
Stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not
permitted by the Articles of Incorporation.
As of August 24, 1999, a total of 3,206,000 common shares were issued
and outstanding.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued, the
relative interests of then existing stockholders may be diluted.
Shareholders
Each shareholder has sole investment power and sole voting power over
the shares owned by such shareholder.
<PAGE>
No shareholder has entered into or delivered any lock up agreement or
letter agreement regarding their shares or options thereon. Under Nevada laws,
no lock up agreement is required regarding the Company's shares as it might
relate to an acquisition.
Transfer Agent
The Company transfer agent is Mountain Share Transfer, Inc., 1625
Abilene Drive, Broomfield, CO 80020.
Reports to Stockholders
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. In the event the Company enters into a business
combination with another company, it is the present intention of management to
continue furnishing annual reports to stockholders. The Company intends to
comply with the periodic reporting requirements of the Securities Exchange Act
of 1934 for so long as it is subject to those requirements, and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.
PART II
Item 1. Market Price and Dividends on the Registrant's Common Equity and Other
Shareholder Matters
The Company's shares of common stock have never traded on the Over-the
Counter Bulletin Board or in "Pink Sheets". There have never been any quotes for
the shares.
At August 24, 1999 there were 34 holders of record of the Company's
common stocks. The Board of Directors does not anticipate paying dividends at
anytime in the foreseeable future.
Item 2. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner of record
or beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
any litigation.
Item 3. Changes in and Disagreements with Accountants.
None.
<PAGE>
Item 4. Recent Sales of Unregistered Securities.
Since March 2, 1999 (the date of the Company's formation), the Company has
sold its Common Stock to the persons listed in the table below in transactions
summarized as follows:
Date of Price per
Purchaser Purchas Shares Purchase Price Share
Frank L. Kramer 3/5/99 1,000,000 $1000 cash $.001
John P. O'Shea 3/5/99 1,000,000 $1000 cash $.001
$19,000 in
services $.019
Deborah A. Salerno 3/5/99 1,000,000 $1000 cash $.001
$19,000 in
services $.019
Lynn Sauve 3/5/99 150,000 $150 cash $.001 and
$19,000 in services of
services $.019 $2,850 @ $.019
Michael Littman 3/5/99 25,000 $25 cash $.001
Heather Z. Anderson 3/5/99 1,000 $20 $.002
Elizabeth Kramer 3/5/99 1,000 $20 $.002
Kevin Whatley 3/5/99 1,000 $20 $.002
Philip Berman 4/1/99 1,000 $20 $.002
Raymond F. McKinstry 4/3/99 1,000 $20 $.002
Anne Marie McKinstry 4/3/99 1,000 $20 $.002
Jeffrey S. Rose 4/9/99 1,000 $20 $.002
Susan Slow 4/7/99 1,000 $20 $.002
George Groehsl 4/7/99 1,000 $20 $.002
Edward Slow 4/7/99 1,000 $20 $.002
Robert L. Krekel 4/21/99 1,000 $20 $.002
Alvin D. Leach 4/21/99 1,000 $20 $.002
Don Sullivan 4/20/99 1,000 $20 $.002
Holly R. Zane 4/20/99 1,000 $20 $.002
Kathleen E. Borchard 4/22/99 1,000 $20 $.002
Frederick E. Welsh, Jr. 4/22/99 1,000 $20 $.002
Claudia J. Kelly 4/22/99 1,000 $20 $.002
Robert Bruce Christopher 4/22/99 1,000 $20 $.002
David Hepworth 4/22/99 1,000 $20 $.002
Daniel B. Sweeney 4/28/99 1,000 $20 $.002
Thomas D. Gearke 4/28/99 1,000 $20 $.002
Nancy J. Sullivan 4/28/99 1,000 $20 $.002
Rhadica Singh 4/28/99 1,000 $20 $.002
<PAGE>
Richard Wong 4/28/99 1,000 $20 $.002
Gary Greenberg 4/28/99 1,000 $20 $.002
John J. Memolo 4/28/99 1,000 $20 $.002
Linda M. Carlson 4/28/99 1,000 $20 $.002
Lincoln W. Anderson 5/9/99 1,000 $20 $.002
Jennifer R. Bell 5/11/99 1,000 $20 $.002
Britta Rueschhoff 7/1/99 1,000 $20 $.002
Bernard Rueschhoff 7/1/99 1,000 $20 $.002
Each of the sales listed above was made for cash as listed. All of the listed
sales were made in reliance upon the exemption from registration offered by
Section 4(2) of the Securities Act of 1933, as amended. Based upon Subscription
Agreements completed by each of the subscribers, the Company had reasonable
grounds to believe immediately prior to making an offer to the private
investors, and did in fact believe, when such subscriptions were accepted, that
such purchasers (1) were purchasing for investment and not with a view to
distribution, and (2) had such knowledge and experience in financial and
business matters that they were capable of evaluating the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent information enabling them to ask informed questions. The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted upon each of the certificates representing such shares, and
stop-transfer instructions have been entered in the Company's transfer records.
All such sales were effected without the aid of underwriters, and no sales
commissions were paid.
Item 5. Indemnification of Directors and Officers
The Nevada Statutes provide that the Company may indemnify its officers
and directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings where the officer or director acted in good faith
and in a manner he reasonably believed to be in the Company's best interest and
is a party by reason of his status as an officer or director, absent a finding
of negligence or misconduct in the performance of duty.
<PAGE>
SIGNATURES:
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DATED: ____________________
FRANKLYN RESOUCES I, INC.
------------------------
by:_______________________________
President
Directors:
__________________________________
Secretary & Director
__________________________________
Director
__________________________________
Director
<PAGE>
FRANKLYN RESOUCES I, INC.
( A Development Stage Company)
Index to Financial Statements
CONTENTS
COVER PAGE F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
BALANCE SHEET F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDER'S, EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-8
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
Financial Statements
May 31, 1999
F-1
<PAGE>
COMISKEY & COMPANY
PROFESIONAL CORPORATION
789 Sherman St., Suite 440
Denver, CO 80203
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders of FRANKLYN RESOUCES I, INC..
We have audited the accompanying balance sheet of Franklyn Resources, Inc. (a
development stage company) as of May 31, 1999, and the related statement of
operations, stockholders' equity, and cash flows for the initial period from
inception (February 25, 1999) to May 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 require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FRANKLYN RESOUCES I, INC. as
of May 31, 1999, and the results of its operations and cash flows for the
initial period then ended in conformity with generally accepted accounting
principles.
Denver, Colorado
June 24, 1999
/s/ Comiskey & Company
----------------------
PROFESSIONAL CORPORATION
F-2
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,230
Stock subscription receivable 25
--------
Total current assets 3,255
OTHER ASSETS
Organizational costs (net) 513
---
TOTAL ASSETS $ 3,768
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
--------
Total current liabilities $ -
--------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 25,000,000
shares authorized; 3,204,000 shares issued and
outstanding 3,204
Common stock subscribed 40
Additional paid-in capital 60,876
Deficit accumulated during the development
stage (60,352)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,768
=========
F-3
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
Statement of Operations
REVENUES $ -
EXPENSES
Amortization 27
Selling, general and administrative 60,325
-----------
Total expenses 60,352
NET LOSS (60,352)
Accumulated deficit -
Balance, beginning of period -
-----------
Balance, end of period $ (60,352)
===========
NET LOSS PER SHARE $ (0.02)
===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,204,000
===========
F-4
<PAGE>
<TABLE>
<CAPTION>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
Statement of Stockholder's Equity
Deficit
accumulated
Common stock Additional during the Total
Number of paid-in development stockholders'
shares Amount capital stage equity
------ ------ ------- ----- ------
<S> <C> <C> <C> <C> <C>
Common stock issued for
cash and services,
February 1999
at $0.02 per share 3,175,000 $3,175 $ 60,325 $ -- $63,500
Common stock issued for
cash, February 1999
at $0.02 per share 29,000 29 551 -- 580
Net loss for the year
ended May 31, 1999 -- -- -- (60,352) (60,352)
Balance, May 31, 1999 3,204,000 $3,204 $ 60,876 $(60,352) $ 3,728
</TABLE>
F-5
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(60,352)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization
Stock issued for services 27
Net cash from operating activities 60,325
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in organization costs (540)
________
Net cash used by investing activities (540)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,755
Increase in stock subscription receivable (25)
Increase in stock subscribed 40
________
Net cash provided by financing activities 3,770
________
NET INCREASE IN CASH
AND CASH EQUIVALENTS 3,230
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 3,230
F-6
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
1. Summary of Significant Accounting Policies
- ----------------------------------------------
Development Stage Company
Franklyn Resources, Inc.. (a development stage company) (the "Company") was
incorporated under the laws of the State of Nevada on February 25, 1999. The
initial principal office of the corporation is 502 East Jon Street, Carson City,
Nevada 89706.
The Company is a new enterprise in the development stage as defined by Statement
No. 7 of the Financial Accounting Standards Board and has not engaged in any
business other than organizational efforts. It has no full-time employees and
owns no real property. The Company intends to operate as a capital market access
corporation by registering with the U.S. Securities and Exchange Commission
under the Securities Exchange Act of 1934. After this, the Company intends to
seek to acquire one or more existing businesses which have existing management,
through merger or acquisition. Management of the Company will have virtually
unlimited discretion in determining the business activities in which the Company
might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The fiscal year of the corporation shall be established by the board of
directors.
Loss per Share
Loss per share was computed using the weighted average number of shares
outstanding during the period. Shares issued to insiders in anticipation of a
public offering have been accounted for as outstanding since inception.
Organization Costs
Costs to incorporate the Company have been capitalized and will be amortized
over a sixty-month period.
Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amount.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes.
Actual results could differ from those estimates.
F-7
<PAGE>
FRANKLYN RESOUCES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
2. Stockholders' Equity
- -----------------------
As of May 31, 1999, 3,206,000 shares of the Company's no par value common stock
had been authorized for issuance, of which 3,204,000 were issued and
outstanding, with the other 2,000 subscribed but not issued. Of the total shares
authorized for issuance, 3,175,000 were issued for cash of $0.001 per share, and
services of $0.019 per share, with a total of $60,325 recorded as general and
administrative costs in connection with the formation of the Company. The other
31,000 shares were issued for $620, or $0.02 per share.
3. Related Party Transactions
- -----------------------------
As of the date hereof, Frank L. Kramer and Deborah A. Salerno are the officers
and directors of the Company, and are the owners of 2,000,000 shares of its
issued and outstanding common stock, constituting approximately 62% of the
Company's issued and outstanding common stock. The shares were issued for cash
of $0.001 per share and services provided which have been valued at a total of
$38,000.
Officers and directors are reimbursed for all out-of-pocket expenses.
F-8
<PAGE>
INDEX TO EXHIBITS
SK#
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.3 Bylaws
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that FRANKLYN RESOUCES I, INC. did on March 3, 1999 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on March 4, 1999.
Secretary of State
By______________________________
Certificate Clerk
<PAGE>
ARTICLES OF INCORPORATION
OF
FRANKLYN RESOUCES I, INC.
FIRST: The name of this corporation is:
FRANKLYN RESOUCES I, INC.
SECOND: Its principal office in the State of Nevada is located at 502
East John Street, Carson City, Nevada, 89706. The name and address of its
resident agent is CSC Services of Nevada, Inc., at the above address.
THIRD: The nature of the business or objects or purposes proposed may
be organized under the General Corporation Law of the State of Nevada,
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.
FOURTH: The total authorized capital stock of the corporation is
25,000,000 Shares of Common Stock with a par value of .001.
FIFTH: The governing board of this corporation shall be known
as directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced less
than one unless there is less than one stockholder.
The name and post office address of the first board of directors, which shall be
two in number, is as follows:
NAME POST OFFICE ADDRESS
Deborah A. Salerno 355 Southend Avenue, #22B,
New York, NY 10500
Frank L. Kramer 5330 East 17th Avenue,
Denver, Co 80220
SIXTH: The capital stock, after the amount of the subscription price, or
par value,has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
SEVENTH: The name and post office address of the incorporator signing the
articles of incorporation is as follows:
NAME POST OFFICE ADDRESS
- ---- -------------------
Evelyn Wright 1013 Centre Road
Wilmington, DE 19805
<PAGE>
EIGHTH: The corporation is to have perpetual existence.
NINTH: in furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-laws of the
corporation.
TENTH: Meetings of stockholders may be held outside of the State of
Nevada at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed, and all rights conferred upon stockholders herein
are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this twenty-sixth day of February A.D. 1999.
Evelyn Wright, Incorprator
STATE OF DELAWARE )
) SS
COUNTY OF NEW CASTLE )
On this twenty-fifth day of February, A.D., before me a Notary Public,
personally appeared, Evelyn Wright who severally acknowledged that he/she
executed the above instrument.
- -----------------------------
Notary Public
CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
I, Carol K. Dolor, Authorized Representative, on behalf of CSC Services of
Nevada, Inc.hereby accepts appointment as Resident Agent of the above-named
corporation.
February 25, 1999
- -----------------------------------
Authorized Representative
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FRANKLYN RESOUCES I, INC.
Franklyn Resources I, Inc., a Nevada corporation (the "Corporation") does
hereby certify that:
1. The Articles of Incorporation shall be amended by:
The following Article is added to the Articles of Incorporation:
ARTICLE XII
The Corporation hereby waives and precludes the application of
the anti-takeover provisions of Nevada Revised Statutes 78.378 to 78.3793.
2. The foregoing amendment has been duly authorized and approved
by the Board Directors of the Corporation.
3. The foregoing amendment has been duly adopted and approved by
the written consent of the stockholders holding no less than a majority of the
Corporation's outstanding stock entitled to vote thereon.
Date: August 16, 1999
FRANKLYN RESOUCES I, INC.
by: _________________________
Frank Kramer
President
by: _________________________
STATE OF ____________ )
) ss.
COUNTY OF ___________ )
Subscribed and sworn to before me this 16th day of August, 1999 by Frank
Kramer, President.
My Commission expires: _____________
-----------------------------
Notary
BYLAWS
OF
FRANKLYN RESOUCES I, INC.
(a Nevada corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of the
State of Nevada (General Corporation Law). If any such certificate is
countersigned or otherwise authenticated by a transfer agent or Transfer clerk,
and by a registrar, a facsimile of the signature of the officers, the transfer
agent or the transfer clerk or the registrar of the corporation may be printed
or lithographed upon the certificate in lieu of the actual signatures. If any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any certificate or certificates shall cease
to be such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, the certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may
execute and deliver a certificate for or including a fraction of a share. In
lieu of executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK TRANSFERS . Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.
<PAGE>
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed, and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or 11 shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to 'include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Articles of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the articles of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder, provided, however, that no
such right shall vest in the event of an 'increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the
time fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time to
time, fix.
- CALL. Annual meetings and special meetings may be called by the
directors or by anyofficer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors must
designate. The notice must state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation. Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly authorized attorney, either before or
after the meeting; and whenever notice of any kind is required to be given under
the provisions of the General Corporation Law, a waiver thereof in writing and
duly signed whether before or after the time stated therein, shall be deemed
equivalent thereto.
<PAGE>
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers 'in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. At any meeting of stockholders, any stockholder
may designate another person or persons to act for him by proxy in any manner
described in, or otherwise authorized by, the provisions of Section 78.355 of
the General Corporation Law.
- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. Stockholders holding at least a majority of the voting power
are necessary to constitute a quorum at a meeting of stockholders for the
transaction of business unless the action to be taken at the meeting shall
require a greater proportion. The stockholders present may adjourn the meeting
despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors plurality of the votes cast shall elect. Any
other action is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, except where the
General Corporation Law, the Articles of Incorporation, or these Bylaws
prescribe a different percentage of votes and/or a different exercise of voting
power. In the election of directors, voting need not be by ballot and, except as
otherwise may be provided by the General Corporation Law, voting by ballot shall
not be required for any other action.
Stockholders may participate in a meeting of stockholders by means of a
conference telephone or similar method of communication by which all persons
participating in the meeting can hear each other.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting power-, provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required- In no 'instance where action is authorized by written
consent need a meeting of stockholders be called or noticed.
<PAGE>
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by the Board of Directors of the corporation. The Board of
Directors shall have authority to fix the compensation of the members thereof
for services in any capacity. The use of the phrase "whole Board" herein refers
to the total number of directors which the corporation would have if there were
no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of
age. A director need not be a stockholder or a resident of the State of Nevada.
The initial Board of Directors shall consist of persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be . The number of
directors may be increased or decreased by action of the stockholders or of the
directors.
3. ELECTION AND TERM. Directors may be elected in the manner prescribed
by the provisions of Sections 78.320 through 78.335 of the General Corporation
Law of Nevada. The first Board of Directors shall hold office until the first
election of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then office, although less than a
quorum, or by the sole remaining director.
4. MEETINGS..
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Nevada as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed- Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.
- QUORUM AND AMON. A majority of the directors then in office, at a
meeting duly assembled, shall constitute a quorum. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as the Articles of Incorporation or these Bylaws may
otherwise provide, and except as other-wise provided by the General Corporation
Law, the act of the directors holding a majority of the voting power of
<PAGE>
the directors, present at a meeting at which a quorum is present, is the act of
the Board. The quorum and voting provisions herein stated shall not be construed
as conflicting with any provisions of the General Corporation Law and these
Bylaws which govern a meeting of directors held to fill vacancies and newly
created directorships in the Board or action of disinterested directors.
Members of the Board or of any committee which may be designated by the
Board may participate in a meeting of the Board or of any such committee, as the
case may be, by means of a telephone conference or similar method of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means constitutes presence in person at the
meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause in accordance with the provisions of the General
Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the Board of
Directors may designate one or more committees which have such powers and duties
as the Board shall determine. Any such committee, to the extent provided in the
resolution or resolutions of the Board, shall have and may exercise the powers
and authority of the Board of Directors 'in the management of the business and
affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.
7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or of the committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation must have a President, a Secretary, and a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the resolution
choosing him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the Board, if any, need be a director.
Any person may hold two or more offices, as the directors may determine.
3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing
him, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen or until his
resignation or removal before the expiration of his term.
<PAGE>
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or in
the manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and dudes, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in the
State of Nevada is the address of the initial resident agent of the corporation,
as set forth in the original Articles of Incorporation.
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles of
Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto. The
corporation shall also keep at said registered office a stock ledger or a
duplicate stock ledger, revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, 'including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of FRANKLYN RESOUCES I, INC.. a Nevada corporation, as in effect on
the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
DATED: May 26, 1999
/s//Deborah A. Salerno
Secretary of
FRANKLYN RESOUCES I, INC.
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