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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
THE HATHAWAY CORP.
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(Name of Small Business Issuer in its Charter)
Nevada 11-3499197
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(State of Incorporation) (IRS Employer Identification No.)
c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
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(Address of Principal Executive Offices)
(718) 769-4021
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(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Shares of Common Stock, par value $.001 OTC Bulletin Board
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PART I
Item 1. Description of Business.
The Company is engaged in the handyman business and expects to perform
services both indoor and outdoor, including the following:
- Interior and exterior house painting
- Minor roof repair, re-tarring, and re-shingling
- Furniture assembly and moving of furniture
- Carpentry
- Construction of dog houses
- Installation of hand rails, grab bars, railings
- Construction of shelves
- Expansion, reorganization of closets
- Home repairs
- Repairs to aluminum siding
- Hanging of paintings, plaques and mirrors
- Construction of bookcases
- Garage repair and cleaning
- Installation of shades, blinds and shutters
- Wall panelling
The above list is not all-inclusive; the Company will also consider
other jobs as needed.
Currently the Company is advertising its services as "Hathaway
Handymen" in ads placed in nine local Brooklyn newspapers; depending upon the
response, the Company will consider expanding its advertising to include other
newspapers, including those with larger circulations, both in Brooklyn and
perhaps in other boroughs of New York City. The Company believes that while
there are numerous competing handymen in these areas, most are small and not
fully advertised. The Company has allocated a sizable portion of its current
assets toward additional advertising.
The Company is filing this Form 10-SB voluntarily because it wishes to
qualify to have its securities traded on the Electronic Bulletin Board of the
NASD. North Coast Securities, Inc., an NASD-member broker-dealer, has expressed
a willingness to act as marketmaker in the Company's securities and to file an
application for this purpose with the NASD. As of the date of the Form 10-SB, no
such application had yet been filed.
The Company believes there is a good potential market for its services.
Currently, there are many advertised home construction and renovation companies,
but their prices are often out of reach of many customers who need smaller jobs
performed. And most of the companies currently advertising handyman services, at
least in the Brooklyn area where the Company initially
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intends to concentrate its efforts, are one-man operations without a great deal
of experience. The Company's officers have extensive experience in home
construction and renovation and in the types of handyman services it is
currently offering to the public.
Initial costs are being kept low by not having any full-time employees.
At least initially, the Company believes it will handle all handymen jobs
through its own two officers, each of whom has been paid a one-time fee in the
amount of $1,000. Future compensation will depend upon revenues, if any. Each of
the officers was also paid $500 for the purchase of tools to be utilized in
connection with the Company's business.
The Company has no formal day-to-day operations. Each of the two
officers is presently employed in the construction business, and all jobs
received will be scheduled for evenings and weekends, except that the Company's
secretary, Robert Capezzano, owns his own business and is thus free to choose to
perform some services for the Company during regular work hours. Each of the
officers has his own car for transportation to and from jobsites, and each has a
collection of tools, including tools recently purchased using a total of $1,000
from the proceeds of the Company's stock offering. The Company is using as its
home base the office of its counsel, Maureen Abato, Esq., who has agreed to
provide administrative services and certain office services for the Company
without compensation. These include the use of fax, telephone and copier and
office supplies, and acting as the Company's telephone receptionist for people
calling to order the Company's services.
Advertisements listing the types of services which the Company can
provide at reasonable rates are appearing in the following newspapers:
- Bay News
- Flatbush Life
- Carroll Gardens Courier
- Brooklyn Graphics
- Park Slope Courier
- Broklyn Heights Courier
- Canarsie Digest
- Bay Ridge Courier
- Kings Courier
As of the date of filing the Form 10, no calls had yet been received in response
to the Company's advertisements.
The Company's current activities are limited to the placing of
advertisements; discussion among the officers as to pricing of services and
additional potential sources of marketing; and the purchase of tools for use in
connection with the Company's business.
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A major material risk associated with the Company's business is that
its advertising and marketing efforts will prove insufficient to generate
business. There is no guarantee that the Company will receive sufficient
business or achieve sufficient revenues to fulfill its business plan and build a
business.
The Company is unable to provide an estimated timetable for
commencement of operations at this time. Commencement of operations is dependent
upon receipt of orders for the Company's services, and as of the date of filing
the Form 10, no orders had yet been received.
In the event the Company's funds are depleted prior to commencement of
operations and receipt of revenues, it may be necessary to raise additional
funds. No sources of funding have yet been identified. Management is
contemplating conducting a second offering of securities pursuant to an SB-2
registration statement. It is highly likely that the Company will need
additional funding within the next year, due to the accounting and filing
expenses associated with its filing obligations as a public company. There is no
guarantee that the Company's present shareholders will be willing to invest
additional funds or that the Company would be able to locate an underwriter
willing to underwrite a securities offering, or that such an offering would be
successful if commenced.
In the event the Company is unable to conduct its proposed business,
and should it be unable to raise additional funding, it is likely that it would
become what is known as a "shell" company, or a company which has failed at its
proposed business plan but continues to exist as a public entity. The Company
has no plans to liquidate if it fails to receive sufficient funding or otherwise
fails at its proposed business. Instead, the Company would in all probability
seek to merge with or acquire another presently unidentified business, and the
Company's officers believe that in such event, they would give substantially
higher consideration and priority to companies which have already commenced
operations. No assurance can be given that the Company would be able to locate
and identify a suitable candidate for such merger or acquisition transaction.
It is presently impossible for the Company to provide reasonable
estimates of the amount of funding it will require during the next twelve
months, because although it has developed its business plan, it has not yet
commenced operations. While the Company intends to continue to keep its overhead
low, it will incur expenses simply by virtue of being a public company,
including legal and accounting fees for the preparation and filing of periodic
reports, and the costs of filing such reports via EDGAR with the SEC. Such fees
can be estimated at approximately five thousand dollars ($5,000) during the next
year. The Company's cash currently on hand may be sufficient but if not, a
second offering of securities might be necessary, with all of the attendant
risks. Among the risks are the fact that the issuance of a sizable number of
additional shares of the Company's common stock would make the Company a less
attractive entity for merger or acquisition, in the event it should eventually
fail at its business plan and become a "shell" company.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company has utilized a portion of the net proceeds from its
offering of securities toward the purchase of tools to be utilized by the
officers in the performance of their duties on behalf of the Company. A small
portion of the net proceeds from the securities offering were utilized for
advertising, and additional amounts have been allocated toward additional
advertising. The Company's officers also have other marketing ideas, including
the placement of its business cards in display cases with local merchants such
as the Seaport Diner and other restaurants, cafes, diners, and other
establishments in Brooklyn. Another idea which management is currently
considering is the printing of flyers and their distribution in certain
neighborhoods of Brooklyn. The costs of the flyer printing project are currently
being investigated and would be expected to include printing costs, xeroxing
costs, and perhaps the cost of hiring individuals, or a professional
distribution company, to distribute the flyers. Leaflets may also be printed and
left with merchants and on automobiles in targeted neighborhoods. Additional
advertising is expected to be placed in The Brooklyn Skyline, and other
newspapers currently being considered are The New York Post, The Daily News and
The Tablet (a religious weekly newspaper produced by the Catholic Diocese).
To the extent that insufficient revenues are generated to fund the
Company's continuing expenses as a public company, Management believes that it
may be necessary to conduct a second offering of securities to supplement
existing funds.
The Company intends to continue to voluntarily file periodic reports in
the event its obligation to do so is suspended under the Exchange Act. However,
the Company will only be able to continue to file such reports to the extent it
has sufficient funds to pay the associated costs including legal, accounting and
printing/filing expenses.
The Company presently has no formal day-to-day operations. The
Company's officers spend a small amount of time in conferring about potential
marketing methods and about the purchase of tools and potential pricing for
services. The amount of time currently being spent by each officer is less than
five percent (5%).
The Company's officers do not know of any particular consultants or
advisers who might be retained by the Company. In the event it becomes necessary
or advisable to retain the services of additional workers, the officers will
consider whether the proposed candidate has sufficient experience in the
particular area of performance. The Company is not presently contemplating the
retention of any consultants or additional workers.
The Company is not a party to any preliminary agreement or
understanding with regard to the hiring of any consultants, and the Company will
not pay any consulting fees to its officers or to principal shareholders. In the
event the Company becomes a "shell" company and seeks to locate and identify
potential merger or acquisition candidates, no consulting fees will be paid
either to the officers or to principal shareholders, and no finders' fees will
be paid to any of such
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persons in connection with the identification of potential candidates for
business recombination.
At the present time the Company is not a party to any preliminary
agreement or understanding with respect to any loan agreement involving its
officers, directors or affiliates or any lending institutions. The Company does
not intend to make any loans to any affiliated person, and the officers are
unaware of any circumstances which could operate to change this position against
the making of loans.
The Company is not a party to any plan, proposal, arrangement or
understanding with respect to the sale or issuance of additional securities in
the near future. Further, none of the company's officers, directors, promoters,
their affiliates or associates have had any preliminary contact or discussion
with any representatives of the owners of any business or company regarding the
possibility of acquisition or merger transactions, and there are no present
plans, proposals, arrangements or understandings in such regard with any such
representatives.
In the event the Company should become a "shell" company, interested in
consummating a merger or acquisition transaction with another entity, the
Company will endeavor to obtain complete disclosure documentation, including
audited financial statements, concerning a target company and its business, and
to provide the Company's shareholders with such disclosure on a voluntary basis.
However, should the Company find itself in a position where it is contemplating
a merger or acquisition with a particular business which, in the opinion of the
Company's management, is a viable candidate with significant business prospects,
the inability of the target company to produce audited financial statements
prior to the consummation of a merger or acquisition will not, in and of itself,
serve to prevent the transaction, provided that the target company undertakes,
in the definitive merger or acquisition contract, to obtain audited financial
statements in the near future following the transaction, and to make all
necessary periodic SEC filings.
The Company has no intention of borrowing funds and using the proceeds
therefrom to make payments to the Company's promoters, management or their
affiliates or associates. The only exception might be the payment of legal fees
to the Company's counsel, who is also a principal shareholder, for legal
services in connection with a second offering of securities and/or the
preparation and filing of periodic reports on the Company's behalf. The
Company's counsel has agreed not to charge the Company any legal fees for the
preparation of quarterly reports for a period of nine months after the Form 10
becomes effective; however, accounting costs and filing fees will still be
incurred.
The Company is not a party to any arrangement, agreement or
understanding between non-management shareholders and management, under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company's affairs. The Company's affairs are
management by, and will continue to be managed by, its board of directors,
acting as a body and without the influence of other parties. All shareholders
are free to exercise their vote either for or against the current members of the
Board of Directors, and it is therefore
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impossible to say whether or not non-management shareholders will continue to
elect the current directors to the Company's board.
In the event the Company should fail at its proposed business, as
discussed elsewhere herein, it is likely that it would then become a "shell"
company hoping to merge with or acquire another business. The present officers
and directors have agreed that the policy of the Company with regard to
potential candidates for merger or acquisition is that merger or acquisition
will not be considered if any of the Company's promoters, management or their
affiliates or associates has a direct or indirect ownership interest in the
target candidate. Management believes this is the best policy, as it eliminates
potential conflicts of interest, non-arm's length transactions, and the question
of pecuniary benefit in the form of a windfall to related parties. Management is
presently unaware of any circumstances under which this policy, through their
own initiative, might be changed.
The Company believes it has sufficient cash on hand to meet its minimum
obligations only for a period of approximately ten months. Unless revenues are
received during that time, it will in all likelihood have to raise additional
funds. The only source of potential funding which has yet been contemplated by
management is the possibility of conducting a second securities offering, either
to the public or targeted to the present shareholders. There is no guarantee
that the existing shareholders would be willing to invest further funds in the
Company's business, or that other shareholders could be persuaded to invest
their money in the Company, particularly given its lack of activity and failure
to generate revenues to date. Therefore, it must be said the Company's prospects
for raising additional funds are not strong, and that there is a substantial
risk that the Company may be unable to generate additional funds and could
become a "shell" company.
Item 3. Description of Property.
The Company owns no properties and is utilizing space in the office of
its counsel, who is also a principal shareholder, located at 2732 East 21st
Street, Brooklyn, NY 11235, consisting mainly of a mailing address, phone
service, and fax and copier services, at no charge, and this arrangement is
intended to continue for the foreseeable future or until the Company has
sufficient funds to lease its own space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock owned by (i) each person
known to own beneficially more than 5% of the outstanding shares; (ii) each
director of the Company, and (iii) all directors and executive officers of the
Company, as a group. The numbers shown are accurate as of the date of the Form
10-SB:
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<TABLE>
<CAPTION>
Name and address Number of Percentage Ownership
of Beneficial Owner Shares Owned
<S> <C> <C>
Dzidedi Ofori
590 Flatbush Avenue #4H
Brooklyn, NY 11225 435,000 43%
Robert Capezzano
6911 Avenue Y
Brooklyn, NY 11234 415,000 41%
Maureen Abato
2732 East 21st Street
Brooklyn, NY 11235 150,000 15%
All officers and directors
as a group (two persons) 850,000 84%
</TABLE>
Item 5. Executive Officers, Promoters and Control Persons.
All directors of the Company hold office until the next annual meeting
of the shareholders or until their successors are elected and have qualified.
Officers hold office until their successors are appointed, subject to the
earlier removal by the Board of Directors, or resignation. Directors are not
compensated for acting in such capacity nor for attending meetings of the Board
of Directors.
<TABLE>
<CAPTION>
Directors and Executive Officers Age Positions Held
<S> <C> <C>
Dzidedi Ofori
590 Flatbush Avenue #4H
Brooklyn, NY 11225 38 President, director
Robert Capezzano
6911 Avenue Y
Brooklyn, NY 11234 52 Secretary, treasurer, director
</TABLE>
DZIDEDI OFORI, the Company's president and a director, emigrated from
Ghana, Africa in 1998, originally on a one-year work visa which has been renewed
for a second year. Mr. Ofori has applied for a green card and was advised by the
Immigration and Naturalization Service that such application was approved and
that his green card is on its way to him, although it has not yet
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been received. Mr. Ofori attended the National Training Institute in Ghana,
where he completed Grade One and Grade Two levels, equivalent to a college
degree. In Accra, Ghana, Mr. Ofori worked for UNA Agencies, an interior design
firm, from September 1989 through February 1998, where he was responsible for
estimating the size and scope of contracts and for supervising a crew of eight
in the implementation of contracts. Since September, 1998, Mr. Ofori has been in
the employ of Gallo Construction with main offices located in Lyncroft, New
Jersey. He works as a carpenter and has also, in the past, offered his services
on the weekends as a self-employed handyman.
ROBERT CAPEZZANO, the Company's secretary-treasurer and a director, has
owned Capezzano Construction Corp., located in Brooklyn, New York, since 1978.
Capezzano Construction is a licensed contracting company and since its inception
has specialized in home renovation and remodelling, construction, demolition,
aluminum siding, roof repair and retarring, and related areas. Mr. Capezzano
graduated from Grady High School and was privately schooled with the Long Island
RailRoad. Mr. Capezzano supervises crews of varying sizes and has complete
responsibility for managing his twenty-year old business.
MAUREEN ABATO, the Company's counsel, is not an officer or director but
may be considered a promoter of the Company because of her efforts on the
Company's behalf and her ownership of 150,000 shares of the Company's common
stock. Ms. Abato graduated from New York University in 1980 and from Brooklyn
Law School in 1984, and has been in private practice as a corporate and
securities attorney in New York since 1985. She was also an owner of
Metropolitan Stock Transfer Company, an SEC-registered transfer agency which
ceased operations in 1990. During 1996-1997 she was also an associate at Singer,
Zamansky, a securities law firm located in Manhattan. During 1989 she was a
director of and counsel Medizone International, Inc., a public company engaged
in research and development of medical uses of ozone. From 1991 to 1992 she was
an officer, director and principal shareholder of (and counsel to) Avalon
Enterprises, Inc., a "blank check" company which was later acquired by a private
Oklahoma company and changed its name to Avalon Community Services. From 1991 to
March, 1999, she was an officer, director and principal shareholder of (and
counsel to) Bishop Equities, Inc., a "blank check" company which during March,
1999, participated in an acquisition of two private companies, Aethlon, Inc. and
Hemex, Inc. From 1993 to 1997 she was an officer, director and principal
shareholder of (and counsel to) Coronado Communications Corp., a public company
which was later acquired by Nesko, Inc., and of Davenport Ventures, Inc. (now
Royal Financial Corp.). During 1997 she was an officer and director (and
principal shareholder) of The Enterprise, Inc. (now Ehealth.com), a public
company. At the present time she is not an officer or director of any other
companies, but it is her intention to become involved as an officer and
director, and principal shareholder, of other companies and there is no
restriction against her doing so. Conflicts of interest could arise, however,
due to her fiduciary responsibility to the Company (as counsel and a promoter)
and involvement with other businesses. Currently she is a principal shareholder
of, and counsel to, Gold & Green, Inc. and Navarone, Inc., both of which
companies conducted stock offerings pursuant to Rule 504 and both of which
subsequently filed Form 10-SB's which became effective during the month of July,
1999.
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Item 6. Executive Compensation.
The Company's two officers were each paid a one-time fee in the amount
of $1,000, for services rendered and to be rendered on the Company's behalf.
Additional amounts may be paid to the officers, depending upon revenues and
subject to approval of the Board of Directors. An additional $500 was paid to
each officer for the purchase of tools to be utilized in connection with
services to be rendered to the public by the Company. The Company has no
employment agreements with its officers and does not presently anticipate
executing any such agreements. The officers devote only a small portion of their
time to the Company's business and no limitations have been placed on the
ability of the officers to engage in other business activities. This could give
rise to potential conflicts of interest.
Item 7. Certain Relationships and Related Transactions.
As of July 9, 1998, the Company issued 1,000,000 shares to Maureen
Abato (counsel to the Company) for consideration of $1,000 paid in incorporation
expenses. Subsequently, also as of July 9, 1998, Ms. Abato transferred 435,000
of her shares to Dzidedi Ofori, the Company's president, and 415,000 of her
shares to Robert Capezzano, the Company's secretary-treasurer. No other shares
or other securities have been issued to any of these three individuals and none
are expected to be issued.
Maureen Abato, the Company's counsel, was paid $500 as a legal fee and
was reimbursed for certain expenses related to the offering of the Company's
securities and other corporate matters.
The Company utilizes office space at no charge in the office of its
counsel, who is also a principal shareholder, at the address provided elsewhere
herein, and also utilizes office resources there, without charge. This
arrangement is expected to continue for a reasonably foreseeable period of time,
or until such time as the Company is financially able to open its own office.
During July, 1999, the Company conducted an offering of its shares of
common stock, pursuant to Regulation D, Rule 504 of the Securities Act of 1933,
as amended, and in reliance upon the exemption from registration provided in
Regulation D and Rule 504. A total of $15,000 in gross proceeds was raised
through the sale of 15,000 shares of common stock, all of which were sold to
individual shareholders.
Item 8. Description of Securities.
The Company is authorized to issue 25,000,000 shares of common stock,
$.001 par value per share, of which 1,015,000 shares were issued and outstanding
as of the date of the Form 10-SB. No other securities have been issued.
Shareholders are entitled to one vote for each share held of record on each
matter submitted to a vote of shareholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the
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shares voted in the election of directors can elect all of the directors and
thus effectively control the Company. Shareholders are entitled to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor, and, in the event of liquidation, dissolution or
winding up of the Company's affairs, are entitled to share ratably in all assets
remaining after payment of liabilities. Shareholders have no preemptive rights
and have no rights to convert their shares into any other securities. All of the
outstanding shares were issued as fully-paid and nonassessable.
Pursuant to the corporate statutes of the State of Nevada, certain
corporate actions may be taken without a vote of or notice to the shareholders.
Such actions would include participating in a merger or acquisition transaction
with another corporate entity, which would not require a vote of the
shareholders.
A total of 1,000,000 of the shares currently issued and outstanding are
eligible for sale pursuant to, and in compliance with, Rule 144 of the
Securities Act of 1933, as amended. Rule 144 provides, in pertinent part, that a
certain limited number of the Company's shares may be sold without registration,
in unsolicited brokerage transactions, in reliance upon Rule 144 during any
three-month period, provided that a holding period of at least one year has been
satisfied. Rule 144 requires that an issuer of securities make available
adequate current public information. This requirement could be deemed met if the
issuer satisfies the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934 and of Rule 15(c)2-11 thereunder. After
satisfaction of a two-year holding period, non-affiliates of the Company may
sell restricted securities without regard to the quantity limitations and
regardless of whether or not adequate public information is available. In the
event that a trading market should develop for the Company's securities, as to
which no assurance can be given, sales of restricted shares may have a
depressive effect upon the price of shares and may adversely affect the
Company's ability to raise investment capital in the future.
As disclosed elsewhere herein, in July, 1999, the Company conducted an
offering of its shares of common stock to the public pursuant to an exemption
from registration provided by Rule 504, Regulation D of the Securities Act of
1933, as amended.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
No public market has yet been established for the Company's shares. No
dividends have been paid to date and none are expected to be paid in the
foreseeable future.
There are at present no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in the Company's securities, except that
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North Coast Securities, Inc., an NASD-member broker-dealer firm located in San
Francisco, California, has expressed willingness to file an application to
initiate trading on the Electronic Bulletin Board. No application has yet been
filed.
As of the date of the filing of the Form 10-SB, the Company has 19
shareholders of record. To conserve funds, and because there has been no
transfer activity, the Company is acting as its own transfer agent and
registrar.
The existence of Rule 15(c)2-6 (the "Rule") should not noted.
Promulgated under the Exchange Act, the Rule sets forth sales practice
requirements for certain securities. The Rule imposes certain additional
requirements on sales practices utilized by broker-dealers which may sell the
Company's securities to persons other than established customers and "accredited
investors." For transactions covered by the Rule, the special 'suitability
determinations' for the proposed purchaser must be made by the broker, and a
written agreement to the transaction must be furnished by the purchaser to the
broker prior to the sale. In the event that a trading market should develop for
the Company's shares, the Rule may have the effect of hampering the ability of
shareholders to re-sell their shares.
In addition, the Securities and Exchange Commission (the "Commission")
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Broker-dealers are required, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction, and must be given to the customer in writing before
or with the customer's confirmation. Such disclosure requirements may have the
effect of reducing the level of trading activity in the market for the Company's
shares, in the event they are subject to the penny stock rules and in the event
that a trading market should develop in the Company's shares (as to which no
assurance can be given). Shareholders could therefore find it difficult to
re-sell their shares.
Item 2. Legal Proceedings.
As of the date of the Form 10-SB, no legal proceedings are pending by
or against the Company, nor, to Management's knowledge, have any legal
proceedings been threatened.
Item 3. Changes in and Disagreements With Accountants.
None.
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Item 4. Recent Sales of Unregistered Securities.
A total of 1,000,000 shares were issued on July 9, 1998, for
consideration of $1,000 in incorporation expenses actually paid by the Company's
counsel, Maureen Abato, who retained 150,000 of such shares and transferred
435,000 shares to Dzidedi Ofori, the Company's president, and 415,000 shares to
Robert Capezzano, the Company's secretary-treasurer. These 1,000,000 shares were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
In July, 1999, the Company conducted an offering of its securities
pursuant to and in reliance upon the exemption from registration provided by
Rule 504, Regulation D of the Securities Act of 1933, as amended. A total of
15,000 shares were sold, at a price of $1.00 per share, to a total of sixteen
(16) investors, pursuant to an Offering Statement distributed to all potential
investors prior to purchase. The Company conducted no advertising of its
offering and there was no general solicitation of purchasers. The facts relied
upon to make the exemption available included that the Company made adequate
disclosure to the investors prior to sale in compliance with Rule 504; that both
the manner of sale and the amount raised were within the limitations set forth
in Rule 504; and that management made a determination, based upon a review of
information contained in investor representation letters executed by all
purchasers, that each investor was capable of understanding and evaluating the
risks associated with a purchase of the Company's shares, and of making a
reasonable determination to purchase the shares. All 15,000 shares were sold for
cash consideration of $1.00 per share, and a total of $15,000 in cash proceeds
was received by the Company. Of the 15,000 shares sold, 9,950 shares were sold
to a total of nine investors in New York State; a total of 800 shares were sold
to five investors in New Jersey; 250 shares were sold to one investor in
Delaware, and 4,000 shares were sold to one investor in Florida.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that no director or
officer of the Company shall be personally liable to the Company or to any of
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of such officer or director, except for
acts or omissions involving intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. The Company's Bylaws provide that the Company shall indemnify
its directors and officers, including former directors and officers, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which the directors or officers are
made parties, by reason of being or having been such directors or officers,
except in relation to matters as to which the director or officer shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy
13
<PAGE> 14
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
PART F/S
Filed herewith are the registrant's audited financial statements for
the year ending December 31, 1998, and for June 30, 1999 and July 31, 1999.
PART III
Item 1. Index to Exhibits.
No. 2: Charter and Bylaws
No. 27.1 Financial Data Schedule
Item 2. Description of Exhibits.
The Company's charter and bylaws are filed herewith, along with a
Financial Data Schedule.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, on the date indicated below.
The Hathaway Corp.
Date: September 6, 1999 By: Dzidedi Ofori
----------------- ----------------------------
Dzidedi Ofori, President
14
<PAGE> 15
THE HATHAWAY CORP.
AUDITED FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999
AND DECEMBER 31, 1998
<PAGE> 16
AUDITED FINANCIAL STATEMENTS
THE HATHAWAY CORP.
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT ........................................... 1
FINANCIAL STATEMENTS
Balance Sheet .......................................................... 2
Income Statement ....................................................... 3
Statement of Deficit Accumulated During the Development Stage .......... 4
Statement of Cash Flows ................................................ 5
Notes to Financial Statements .......................................... 6-7
</TABLE>
<PAGE> 17
[Arnold Berman & Company Letterhead]
INDEPENDENT AUDITORS' REPORT
August 26, 1999
To the Shareholders
The Hathaway Corp.
c/o Maureen Abato, Esq.
2732 East 21st Street
Brooklyn, New York 11235
We have audited the accompanying balance sheet of The Hathaway Corp. as of July
31, 1999, June 30, 1999 and December 31, 1998 and the related statements of
income, deficit accumulated during the development stage and cash flows for the
periods July 1 to July 31, 1999, January 1 to June 30, 1999 and July 9
(inception) to December 31, 1998. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Hathaway Corp. as of July
31, 1999, June 30, 1999 and December 31, 1998, and the results of its operations
and its cash flows for the periods then ended in conformity with generally
accepted accounting principles.
/s/ Arnold Berman & Company
- ---------------------------
ARNOLD BERMAN & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 18
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
July 31, June 30, December 31,
1999 1999 1998
------ ------ ------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $7,980 $ -0- $ -0-
----- ----- -----
OTHER ASSETS
Deferred Organizational Costs (Net of
accumulated amortization of $0) 1,000 1,000 1,000
----- ----- -----
TOTAL ASSETS $8,980 $1,000 $1,000
===== ===== =====
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
LIABILITIES
Loan Payable $ -0- $ 1,200 $ -0-
------ ------- ------
SHAREHOLDERS' EQUITY
Capital Stock, par value $0.001, 25,000,000 shares authorized,
1,015,000 outstanding at July 31, 1999 and 1,000,000 at
June 30, 1999 and December 31, 1998 1,015 1,000 1,000
Additional Paid-in Capital 13,320 -0- -0-
Deficit Accumulated During
the Development Stage (5,355) (1,200) -0-
------ ------- -------
TOTAL SHAREHOLDERS' EQUITY 8,980 (200) 1,000
------ ------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 8,980 $ 1,000 $ 1,000
======= ======== =======
</TABLE>
-2-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 19
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
INCOME STATEMENT
FOR THE PERIODS
<TABLE>
<CAPTION>
July 1 January 1 July 9
to to (Inception) to
July 31, June 30, December 31,
1999 1999 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES $ - 0 - $ - 0 - $ - 0 -
------ ------ ------
EXPENSES
Professional Fees 2,000 - 0 - - 0 -
Directors' Fees 1,000 1,000 - 0 -
Other 1,155 - 0 - - 0 -
Filing Fees - 0 - 200 - 0 -
------ ------ ------
TOTAL EXPENSES: 4,155 1,200 - 0 -
------ ------ ------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $ (4,155) $ (1,200) $ - 0 -
------ ------ ------
PER SHARE INFORMATION
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $(0.0041) $(0.0012) $ - 0 -
</TABLE>
-3-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 20
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD JULY 9, 1998 TO JULY 31, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON PAID-IN DEVELOPMENT
TOTAL STOCK CAPITAL STAGE
----- ----- ------- -----
<S> <C> <C> <C> <C>
Issuance of Common Stock at
Inception - July 9, 1998 $ 1,000 $ 1,000 $ - 0 - $ - 0 -
Loss Incurred During
the Development Stage - 0 - - 0 - - 0 - - 0 -
------- ------- ------ -------
Balance - December 31, 1998 1,000 1,000 - 0 - - 0 -
Deficit Accumulated During
the Development Stage (1,200) - 0 - - 0 - (1,200)
------- ------- ------ -------
Balance - June 30, 1999 (200) 1,000 - 0 - (1,200)
Initial Offering (Net) 13,335 15 13,320 - 0 -
Capital Contribution - 0 - - 0 - - 0 - - 0 -
Loss Incurred During
the Development Stage (4,155) - 0 - - 0 - (4,155)
------- ------- ------ -------
Balance - July 31, 1999 $ 8,980 $ 1,015 $13,320 $ (5,355)
======= ======= ====== =======
</TABLE>
-4-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 21
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED
<TABLE>
<CAPTION>
July 9
June 30 to January 1 to (Inception) to
July 31, June 30, December 31,
1999 1999 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Loss Incurred During
the Development Stage $ (4,155) $ (1,200) $ - 0 -
Adjustments to Reconcile Deficit
Accumulated During the
Development Stage to Net
Cash Used In Operating
Activities:
Increase in Deferred Expenses - 0 - - 0 - (1,000)
------- ------ ------
NET CASH USED IN
OPERATING ACTIVITIES (4,155) (1,200) (1,000)
------- ------ ------
FINANCING ACTIVITIES
Loan Proceeds - 0 - 1,200 - 0 -
Repayment of Loan (1,200) - 0 - - 0 -
Issuance of Common Stock 13,335 - 0 - 1,000
------- ------ ------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 12,135 1,200 1,000
------- ------ ------
INCREASE IN CASH 7,980 - 0 - - 0 -
CASH - BEGINNING OF PERIOD - 0 - - 0 - - 0 -
------- ------ ------
CASH - END OF PERIOD $ 7,980 $ - 0 - $ - 0 -
======= ======= ======
</TABLE>
- 5 -
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 22
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of The Hathaway Corp. (the
Corporation) is presented to assist in understanding the Corporation's financial
statements. The financial statements and notes are representations of the
Corporation's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Nature of Activities
The Corporation was organized under the laws of the State of Nevada on July 9,
1998. It intends to develop and operate a handyman business. The services will
include home repair, light construction, carpentry, furniture moving, picture
and mirror hanging, yard work, and other related services.
The Corporation maintains, rent free, a mailing address at the office of its
attorney at 2732 East 21st Street, Brooklyn, New York 11235.
Development Stage Enterprise
The Corporation is devoting substantially all of its efforts to establish a new
business and planned principal operations have not commenced.
Basis of Accounting
The financial statements of the Corporation have been prepared on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles includes the use of estimates that affect the financial
statements. Accordingly, actual results could differ from those estimates.
Income Taxes
Due to the losses accumulated during the development stage, the Corporation has
not provided for Federal income taxes.
-6-
<PAGE> 23
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 2 - CASH
The Corporation's attorney currently holds monies belonging to the Corporation
in a non-interest bearing and noninsured account.
NOTE 3 - ORGANIZATIONAL COSTS
Initial costs incurred in the establishment of the Corporation have been
deferred and will be amortized over five years once operations commence.
Pursuant to Financial Accounting Standards Board's Statement of Position 98-5,
subsequent organization costs have been expensed as incurred.
NOTE 4 - COMMON STOCK
On July 9, 1998, the Corporation issued 1,000,000 shares of common stock. In
July, 1999, the Corporation issued an additional 15,000 shares of common stock
at $1 per share. Offering costs in the approximate amount of $1,665 have been
charged to Additional Paid-in Capital.
NOTE 5 - RELATED PARTIES
The principal shareholders are officers of the Corporation who also provide
legal and managerial services to the Corporation.
As anticipated in the offering plan the following fees have been paid to
principal shareholders of the Corporation:
<TABLE>
<S> <C>
Officers fees $ 2,000
Legal fees 500
--------
$ 2,500
========
</TABLE>
NOTE 6 - RISK FACTORS
The Corporation is in the early stages of development. Management believes that
the net proceeds from the recent issuance of shares will be sufficient to
implement its initial plan of operation. Continued operations, however, will
depend on the Corporation's ability to succeed in a highly competitive industry
with limited available resources.
-7-
<PAGE> 24
SECRETARY OF STATE - STATE OF NEVADA
IMPRINT OF THE GREAT SEAL OF THE STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that THE HATHAWAY CORP. Did on JULY 9, 1998 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
JULY 9, 1998.
/s/ DEAN HELLER, Secretary of State
-----------------------------------
By:/s/ KELLY R. DAVENPORT
-----------------------------------
Certification Clerk
<PAGE> 1
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA, JULY 9, 1998
No.: C16164-98
facsimile signature of DEAN HELLER,
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
THE HATHAWAY CORP.
FIRST: The name of the corporation is: THE HATHAWAY CORP.
SECOND: Its registered office in the State of Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD: The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory our country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and
<PAGE> 2
holding of meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified time
or times, or payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchases, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be
issued by the Corporation TWENTY FIVE MILLION (25,000,000) shares of stock with
ONE TENTH OF ONE CENT (.001) par value and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to time for
such considerations as may be fixed by the Board of Directors.
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 by the By-Laws of this
Corporation, providing that the number of directors shall not be
<PAGE> 3
reduced to fewer than one (1).
The name and post office address of the first board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in full, 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
---- -------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent and the registered or statutory address of this
corporation in the State of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. 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 Stockholders, to make, alter
or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of the Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have
<PAGE> 4
power and authority at any meeting to sell, lease or exchange all of the
property and assets of the Corporation, including its goodwill and its corporate
franchises, upon such terms and conditions as its board of Directors deems
expedient and for the best interests of the Corporation.
ELEVENTH: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as its discretion shall deem it
advisable.
TWELFTH: No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director of officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director of officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
THIRTEENTH. 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 by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant tot he 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 July 9, 1998.
/s/ Brent Buscay
----------------
STATE OF NEVADA )
) ss:
CARSON CITY )
On this July 9, 1998 in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared: Brent Buscay Known to me to be the person whose name is subscribed to
the foregoing document and acknowledged to me that he executed the same.
/s/ Terri L. Conetto
--------------------
Terri L. Conetto, Notary Public - Nevada. Appt. Recorded in CARSON CITY. My
Appt. Exp. Feb. 18, 2002. No. 98-0922-3
<PAGE> 5
I, Laughlin Associates, Inc., hereby accept as Resident Agent for the previously
named Corporation.
July 9, 1998 /s/ Brent Buscay
- ------------ ----------------
Date Vice President
STATE OF NEVADA Secretary of State
I hereby certify that this is a true and complete copy of the document as filed
in this office.
JUL 09 '98
/s/ Dean Heller
---------------
DEAN HELLER Secretary of State
By: /s/ Kelly R. Davenport
--------------------------
<PAGE> 6
THE HATHAWAY CORP. - BY-LAWS
ARTICLE I: MEETINGS OF SHAREHOLDERS
1. Shareholders' meetings shall be held in the offices of the
corporation, in Brooklyn, New York, or at such other place as the Directors
shall, from time to time, determine.
2. The Corporation's annual shareholders' meeting shall be held at
11:00 a.m., on the 9th day of July beginning in 1999, at which time the
shareholders shall elect a Board of Directors for the following year, and shall
transact such other business as shall properly come before them. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next business day, or on such other adjourned date as the Directors
shall choose.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board, setting forth the place of the annual meeting, shall be
personally delivered to each shareholder of record, or mailed postage prepaid,
at the address as it appears on the stock book of the corporation, or if no such
address appears in the stock book, then to the shareholder's last known address,
at least ten (10) days prior to the date of the annual meeting.
Whenever notice is required to be given under any By-Law, a
written waiver thereof, signed by the person(s) entitled to receive such notice,
whether before or after the time of the shareholders' meeting, shall be deemed
equivalent to proper notice.
4. A majority of the shares issued and outstanding, either in person or
by proxy, shall constitute a quorum for the transaction of business at any
meeting of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days prior to such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
6. Special meetings of the shareholders may be called at any time by
the President; by all of the Directors, provided there are no more than three,
or if more than three, by any three Directors; or by the holders of a majority
share of the capital stock of the Corporation. The Secretary shall send a notice
of such called meeting to each shareholder of record at least ten (10) days
before such meeting, and such notice shall state the time and place of the
meeting, and the purpose thereof. No business shall be transacted at a special
meeting except as stated in the notice to the shareholders, unless by unanimous
consent of all shareholders present, either in person or by proxy, all such
shares being represented at the meeting.
7. Each shareholder shall be entitled to one vote for each share of
stock in his own name on the Corporation's books, either in person or by proxy.
1
<PAGE> 7
8. At all shareholders' meetings, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.
9. The following order of business shall be observed at all
shareholders' meetings, as far as is practicable under the circumstances: (a)
Call the roll; (b) Read, correct and approve of the minutes of the previous
meeting; (c) Report of Officers; (d) Reports of Committees; (e) Election of
Directors; (f) Unfinished business; and (g) New business.
10. Unless otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
shareholders' meeting, may be taken without a meeting, if a written consent
setting forth the actions to be taken, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE II: STOCK
1. Stock certificates shall be in a form adopted by the Board and shall
be signed by the Corporation's President and Secretary.
2. Certificates shall be consecutively numbered and the shareholders'
names, together with the number of shares and issue date, shall be entered on
the Corporation's books.
3. All stock certificates transferred by endorsement thereon shall be
surrendered by cancellation and new certificates shall be issued to the
purchaser or assignee.
4. Upon surrender to the Corporation or its transfer agent of a share
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the Corporation's duty to issue
a new certificate to the person entitled thereto, and to cancel the old
certificate; and every transfer shall be entered on the Corporation's transfer
books.
5. The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share by any other
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of the State of Nevada.
ARTICLE III: DIRECTORS
1. A Board of Directors consisting of at least one person shall be
chosen annually by the shareholders at their meeting to manage the Corporation's
affairs. The Directors' term of office shall be one year, and Director may be
re-elected for successive annual terms.
2. Vacancies on the Board by reason of death, resignation or other
causes shall be filled by the remaining Director(s) choosing Director(s) to fill
the unexpired term.
2
<PAGE> 8
3. Regular meetings of the Board shall be held at 1:00 p.m., on the 9th
day of July of each year beginning in 1999 at the Corporation's offices or at
such other time or place as the Board shall by resolution appoint; special
meetings may be called by the President or any Director upon ten (10) days'
notice to each Director. Special meetings may also be called by execution of the
appropriate waiver of notice, and called when executed by a majority of the
Directors, constituting a quorum.
4. The Directors shall have the general management and control of the
business and affairs of the Corporation and shall exercise all powers that may
be exercised or performed by the Corporation under applicable statutes, the
Articles of Incorporation and the By-Laws. Such management will be by equal vote
of each Director, with each Director having an equal vote.
5. The act of the majority of the Directors present at a meeting at
which a quorum is present, shall be the act of the Directors.
6. A resolution in writing, signed by all or a majority of the
Directors, shall constitute action by the Board to effect therein expressed,
with the same force and effect as if such resolution had been passed at a duly
convened meeting; and it shall be the Secretary's duty to record every such
resolution in the Corporation's Minute Book under its proper date.
7. Any or all of the Directors may be removed for cause by
shareholders' vote or by action of the Board. Directors may be removed without
cause only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary. Unless otherwise specified in the notice,
the resignation shall take effect upon receipt thereof by the Board of such
Officer, and the acceptance of the resignation shall not be necessary in order
to make if effective.
9. A Director who is present at a Directors' meeting at which action on
any corporate matter is taken shall be presumed to have assented to the action
unless his dissent is entered in the minutes of the meeting or unless he files
his written dissent to such action with the Secretary of the meeting before the
adjournment thereof or forwards such dissent by registered mail to the
Corporation's Secretary immediately after the meeting's adjournment. Such right
to dissent shall not be available to a Director who voted in favor of such
action.
ARTICLE IV: OFFICERS
1. The Corporation's Officers shall consist of a President, Secretary,
Treasurer and such other officers as shall, from time to time, be elected or
appointed by the Board.
2. The PRESIDENT shall preside at all Directors' meetings and
shareholders' meetings and shall have general charge and control over the
Corporation's affairs subject to the Board. He shall sign or countersign all
certificates, contracts and other Corporate instruments as authorized
3
<PAGE> 9
by the Board and shall perform all such other duties as are incident to his
office or are required of him by the Board.
3. The VICE PRESIDENT, if there is one, shall exercise the functions of
the President during the absence of the President and shall have such powers and
duties as may be assigned to him, from time to time, by the Board.
4. The SECRETARY shall issue notices for all meetings as required by
the By-Laws; shall keep a record of the minutes of the meetings of shareholders
and Directors; shall have charge of the Corporation's books, and shall make such
reports and perform such other duties as are incident to his office or as are
properly required of him by the Board. He shall be responsible to ensure that
the Corporation complies with Section 78.105 of the Nevada Revised Statues and
to supply to the Nevada Resident Agent any and all amendments to the
Corporation's Articles of Incorporation and any and all amendments to the
Corporation's By-Laws. In compliance with Section 78.105, he will also supply to
the Nevada Resident Agent, and maintain, a current statement setting out the
name of the custodian of the stock ledger and the present and complete Post
Office address, including street and number, where such stock ledger is kept.
5. The TREASURER shall have custody of all of the Corporation's monies
and securities; shall keep regular account books; shall disburse the
Corporation's funds in payment of just demands against the Corporation, or as
may be ordered by the Board, with proper vouchers for such disbursements; and
shall render to the Board, from time to time, an account of all of his
transactions as Treasurer and of the Corporation's financial condition. He shall
perform all duties incident to his office or which are properly required of him
by the Board.
6. The RESIDENT AGENT shall be in charge of the Corporation's
registered office in Nevada, upon whom process against the Corporation may be
served, and shall perform all duties required of him by statute.
7. The Officers' salaries shall be fixed by the Board and may be
changed from time to time by a majority vote of the Board.
8. Each such Officer shall serve for a one-year term or until his
successor is chosen and qualified. Officers may be re-elected or appointed for
successive one-year terms.
9. The Board may appoint such other Officers or Agents as it shall deem
necessary or expedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board, from time to time.
10. Any Officer or Agent elected or appointed by the Board may be
removed by the Board whenever in their judgment the Corporation's best interests
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
4
<PAGE> 10
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board for the unexpired
portion of the term.
ARTICLE V: INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any and all of its Directors and
Officers, and its former Director and Officers, or any person who may have
served at the Corporation's request as a Director or Officer of another
corporation in which it owns shares of capital stock of of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other corporation,
except, in relation to matters as to which any such Director or Officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding, to be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under By-Law, agreement, vote of
shareholders or otherwise.
ARTICLE VI: DIVIDENDS
The Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VII: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder of Director of the Corporation under these By-Laws or
under the provisions of the Articles of Incorporation, a written waiver
therefor, signed by the person(s) entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to such notice.
ARTICLE VIII: AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board may amend the By-Laws or adopt additional By-Laws, but
shall not alter or repeat any By-Laws adopted by the Corporation's shareholders.
CERTIFIED TO BE THE BY-LAWS OF THE HATHAWAY CORP.
By: s\ Robert Capezzano
-----------------------
Robert Capezzano, Secretary
5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FRAOM (A) BALANCE
SHEET AND RELATED STATEMENTS FOR THE YEAR ENDED 12/31/98 AND THE PERIODS ENDED
JUNE 30, 1994 AND JULY 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH )B) FINANCIAL STATEMENTS INCLUDED IN REGISTRANTS FORM 10-SB.
</LEGEND>
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 7,980
<SECURITIES> 0
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<CURRENT-ASSETS> 7,980
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0
0
<COMMON> 1,015
<OTHER-SE> 13,320
<TOTAL-LIABILITY-AND-EQUITY> 8,980
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