<PAGE> 1
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(g) of
The Securities Exchange Act of 1934
------------------------------
FIRST INDIA DIVERSIFIED HOLDINGS, INC
(Name of Small Business Issuer in its charter)
New York 06-1551283
------------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
257-10 Union Turnpike
Floral Park, New York 11004
--------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (888) 238-6400
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
$.0001 Common Stock
--------------------------
(Title of Class)
Page 1 of 26 Pages
Exhibit Index is Located at Page 26
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I
Item 1. Description of Business 1-7
Item 2. Plan of Operation 7-12
Item 3. Description of Property 12
Item 4. Security Ownership of Certain
Beneficial Owners and Management 12-13
Item 5. Directors, Executive Officers, Promoters
And Control Persons 13-15
Item 6. Executive Compensation 15-16
Item 7. Certain Relationships and
Related Transactions 16
Item 8. Description of Securities 16
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters 17
Item 2. Legal Proceedings 18
Item 3. Changes in and Disagreements with Accountants 18
Item 4. Recent Sales of Unregistered Securities 18-20
Item 5. Indemnification of Directors and Officers 20
PART F/S
Financial Statements 21-25
PART III
Item 1. Index to Exhibits 26
Signatures 26
</TABLE>
Page 2 of 26 Pages
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PART I
Item 1. Description of Business
First India Diversified Holdings, Inc. (the "Company") was incorporated
on July 2, 1999 under the laws of the State of New York to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its original
shareholders, the Company never commenced any operational activities. The Board
of Directors of the Company has elected to commence implementation of the
Company's principal business purpose described below under "Item 2 - Plan of
Operation."
The Company is a blank check company as defined by the Securities and
Exchange Commission. The definition of a blank check company is one which has no
specific business or plan other than to consummate an acquisition of or merge
into another business or entity.
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
In addition, the Company is filing this registration statement to
enhance investor protection and to provide information if a trading market
commences. On or about December 11, 1997, the National Association of Securities
Dealers, Inc. (NASD) announced that its Board of Governors had approved a series
of proposed changes for the Over the Counter ("OTC") Bulletin Board and the OTC
market. The principal changes, which was approved by the Securities and Exchange
Commission on January 4, 1999 allows only those companies that report their
current financial information to the Securities and Exchange Commission,
banking, or insurance regulators to be quoted on the OTC Bulletin Board. The
rule provides for a phase in period for those securities already quoted on the
OTC Bulletin Board.
RISK FACTORS
The Company's business is subject to numerous risk factors, including
the following:
1. Lack of History. The Company has had no operating history nor any
revenues or earnings from operations. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the Company incurring
a net operating loss which will increase continuously until the Company can
consummate a business combination with a profitable business opportunity. There
is no assurance that the Company can identify such a business opportunity and
consummate such a business combination.
Page 3 of 26 Pages
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2. The Company's Proposed Operations is Speculative. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
3. Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well - financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
4. The Company has No Agreement for a Business Combination or Other
Transaction - No Standards for Business Combination. The Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There
can be no assurance the Company will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no assurance the
Company will be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved, and
without which the Company would not consider a business combination in any form
with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses. Limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
5. Continued Management Control, Limited Time Availability. While
seeking a business combination, management anticipates devoting up to forty
hours per week to the business of the Company. The Company has not obtained key
man life insurance on any its officers or directors. Not withstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of the
Company's business and its likelihood of continuing operation. See "Item 5-
Directors, Executive Officers, Promoters and Control Persons."
Page 4 of 26 Pages
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6. There may be Conflicts of Interest. 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. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.
7. Reporting Requirements May Delay or Preclude Acquisitions. Sections
13 and 5(d) of the Securities Exchange Act of 1934 (the "1934 Act"), require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, three years, depending on then relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
8. Lack of Market research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demands exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.
9. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
10. Regulation. Although the Company will be subject to regulation
under the 1934 Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar as the Company will
not be engaged in the business of investing or trading in securities. In the
event the Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance costs. The
Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940, and consequently, and
Page 5 of 26 Pages
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violation of such Act would subject the Company to adverse consequences.
11. Probable Change in Control and Management. A business combination
involving the issuance of the Company's common Shares will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the Company. The
resulting change in control of the Company could result in removal of one or
more present officers and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the Company.
12. Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.
13. Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to time delays of the registration process, significant expenses to
be incurred in a such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
14. Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both parties to the
transaction.
15. Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the
Page 6 of 26 Pages
<PAGE> 7
Company, rather than incur the expenses associated with preparing audited
financial statements.
16. Dilution. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's then shareholders.
17. No Trading Market. There is no trading market for the Company's
common stock at present, and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such market does
develop, that it will continue. The Company intends to request a broker-dealer
to make application to the NASD Regulation, Inc. to have the Company's
securities traded on the OTC Bulletin Board or published in print and electronic
media, or either, in the National Quotation Bureau LLC "Pink Sheets."
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
The Company has 3 full time employees. The Company's President and
Secretary have agreed to allocate their full time to the activities of the
Company. These officers anticipate that the business plan of the Company can be
implemented by their devoting maximum time per month to the business affairs of
the Company.
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the advantages of an
Issuer who has complied with the 1934 Act. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See Item F/S, "Financial Statements." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against gains
from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand
Page 7 of 26 Pages
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into new products or markets, to develop new markets or service, or for other
corporate purposes. The Company may acquire assets and establish wholly owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employed, providing liquidity (subject to restrictions
of applicable statutes), for all shareholders and other factors. 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.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data, which would support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Azmat Hossain, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that he is an officer
and director of the Company when the obligation is incurred.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities, which may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available
Page 8 of 26 Pages
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technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the public recognition of acceptance of products,
services, or trades; name identification; and other relevant factors. Officers
and directors of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee by such party will be
paid by the Company out of the limited capital available to the Company. There
have been no contracts or agreements with any outside consultants and none are
anticipated in the future.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or developmental
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, it may desire to have its shares publicly traded, or
may seek other advantages which the Company may offer. However, the Company does
not intend to obtain funds in more private placements to finance the operation
of any acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
limited capital with which to pay these anticipated expenses, present management
of the Company will pay these charges with their limited funds, or interest free
loans to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proper
transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation,
Page 9 of 26 Pages
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reorganization, joint venture, or licensing agreement with another corporation
or entity. It may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, the Company's directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of the
Company's shareholders or may sell their stock in the Company. Any terms of sale
of the shares presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar terms and
conditions. Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities, may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax - free" reorganization
under Section 368 (a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which would result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of 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. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange
Page 10 of 26 Pages
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for all of their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or acquisition. The
percentage ownership may be subject to significant reduction in the event the
Company acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's then
shareholders.
The company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreement cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with Company's attorneys and accountants, will set forth remedies on
default and will include other miscellaneous terms.
The Company will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. The Company is subject to all of
the reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be void, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.
Competition
The Company will remain as an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial firms which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, management believes the Company will
not be subject to regulation under the
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Investment Company Act of 1940 insofar as the Company will not be engaged in the
business of investing or trading in securities. In the event the Company engages
in business combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940 under Regulation 3a-2 thereto.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to
acquire any properties.
The Company presently occupies office space at 257-10 Union Turnpike
Floral Park NY 11004. This space is provided to the Company on a rent
basis, and it is anticipated that this arrangement will remain until
such time as the Company successfully consummates a merger or
acquisition. Management believes that this arrangement will meet the
Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth for any person (including any
"group") who is known to be the beneficial owners of more than five
(5%) percent of any class of the Company's voting securities:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percentage
Beneficial Beneficial of
Title of Class Owner Owner class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Arnaz Singh 18,000,000 18%
428 Belmont Ave
Babylon NY 11704
Common Azmat Hossain 17,000,000 17%
47-59 98 Place
Corona NY 11368
Common Dildar Singh 16,000,000 16%
14357 Rosecrans Ave
La Mirada CA 90638
Common All Officers and 51,000,000 51%
Directors as a group
</TABLE>
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(three [3] individuals)
(b) Security Ownership of Management
The following table sets forth the ownership for each class of
equity securities of the Company owned beneficially and of record by
all directors and officers of the Company:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percentage
Beneficial Beneficial of
Title of Class Owner Owner class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Arnaz Singh 18,000,000 18%
428 Belmont Ave
Babylon NY 11704
Common Azmat Hossain 17,000,000 17%
47-59 98 Place
Corona NY 11368
Common Dildar Singh 16,000,000 16%
14357 Rosecrans Ave
La Mirada CA 90638
Common All Officers and 51,000,000 51%
Directors as a group
(three [3] individuals)
</TABLE>
(c) There are no arrangements known to the Company or to the
beneficial owners or management which may result in a change
in control of the Issuer.
Item 5. Directors, Executives Officers, Promoters and Control Persons
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Arnaz Singh 45 President/Director
Azmat Hossain 24 Secretary/Treasurer/
Director
Dildar Singh 42 Director
</TABLE>
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Officers of the Company
serve at the will of the Board of Directors. There are no agreements or
understandings for any officer or director to resign at the request of another
person and no officer or director is acting on behalf of or will act at the
direction of any other person.
Page 13 of 26 Pages
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Resumes
Arnaz Singh
Arnaz Singh is a major shareholder of the Company and has been the
President and a director of the Company since inception. From 1994 to 1999 she
had been the Vice-President of Design for Commercial Kitchen Design Inc., a
supplier of restaurant equipment and a designer of commercial kitchens. She was
responsible for the design, project development, scheduling and implementation
of food equipment in commercial restaurants.
Azmat Hossain
Azmat Hossain is a major shareholder of the Company and has been
Secretary/Treasurer and a director of the Company since inception. From 1995 to
1999, he had been the service manager for the Bagel Cafe & Catering Co., a
restaurant chain and a food catering company.
Dildar Singh
Dildar Singh is a major shareholder of the Company and has been a
director of the Company since inception. From 1991 to 1998, he was a Vice
President of Web Tourism & Travel Inc., a travel agency operating out of New
York and California. He was in charge of the day to day operations of the
California office.
Previous Blank Check Companies - Current
Blank Check Companies
The officers and directors of the Company have not been officers and
directors in any other blank check offerings. The officers and directors,
however, do anticipate becoming involved with additional blank check companies
who may file under the Securities Act of l933, as amended, or the l934 Act, or
either. In addition, the officers and directors of the Company may become
involved in additional blank check companies that may request a broker-dealer to
request clearance from the NASD Regulation, Inc. for trading clearance in the
applicable quotation medium.
Conflicts of Interest
The officers and directors of the Company may in the future become
shareholders, officers or directors of other companies which may be engaged in
business activities similar to those conducted by the Company. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of the Company or other entities. Moreover,
additional conflict of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
Page 14 of 26 Pages
<PAGE> 15
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers or directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflicts of interest policy with respect
to such transactions.
Item 6. Executive compensation
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is expected to
occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any agreement with the
Company.
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 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 any members of the
Company's 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 is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will 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
Page 15 of 26 Pages
<PAGE> 16
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this registration statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finder's fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option, insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
Azmat Hossain has advanced $400.00 to the Company to pay for the
current accounting costs applicable to this Form 10SB12G, and has agreed to
provide the necessary funds, without interest, for the Company to comply with
the 1934 Act provided that he is an officer and director of the Company when the
obligation is incurred. All advances are interest-free.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 100,000,000 shares,
par value $.0001 per share, There are 61,000,000 Common shares issued and
outstanding as of the date of this filing.
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid non assessable shares. Cumulative voting in the election of directors
is not permitted, which means that the holders of a majority of the issued and
outstanding shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock will not
be able to elect any directors. In the event of the liquidation of the Company,
each shareholder is entitled to receive a proportionate share of the Company's
assets available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued are fully paid and non-assessable.
Holders of the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be declared by the Board
of Directors out of funds legally available therefor. The Company's transfer
agent is Holladay Stock Transfer Inc.
Page 16 of 26 Pages
<PAGE> 17
Part II
Item 1. Market Price for Common Equity and Related Matters
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue. The Company intends to request a Broker-Dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board System or published, in print and electronic media, or either, in
the National Quotation Bureau LLC "Pink Sheets".
(a) Market Price
The Company's Common Stock is not quoted at the present time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny Stock", for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share, or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives from the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offering and secondary trading, and
about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
For the initial listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $4 million or market capitalization of $50 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $2 million or market capitalization of $35 million
or a net income (in the latest fiscal year or two of the
Page 17 of 26 Pages
<PAGE> 18
last fiscal years) of $500,000, a public float of 500,000 shares with a market
value of $1 million. The minimum bid price must be $1.00 and there must be 2
market makers. In addition, there must be 300 shareholders holding 100 shares or
more.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities. The Company intends to request a
broker-dealer to make application to the NASD Regulation, Inc. to have the
Company's securities traded on the OTC Bulletin Board Systems or published, in
print and electronic media, or either, in the National Quotation Bureau LLC
"Pink Sheets," or either.
(b) Holders.
There are thirty (31) holders of the Company's Common Stock. In 1999,
the Company issued 10,000,000, of its Common Shares for cash. All of
the issued and outstanding shares of the Company's Common Stock were
issued in accordance with the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended.
(c) Dividends.
The Company has not paid any dividends to date, and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the
Company.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
Page 18 of 26 Pages
<PAGE> 19
(a) Securities sold.
The Company has sold and issued its securities during the six
months period preceding the date of this registration statement. On or
about July 21,1999, the Company authorized the sale and issuance for
cash of part of the shares that are outstanding. The Treasurer of the
Company acknowledged receipt of the full consideration for the shares
on or about September 29, 1999 and the certificates evidencing said
shares were executed and delivered on or about said date. Each of said
shareholders have owned the shares of common stock since September
30,1999. No additional shares have been sold and issued. 10,000,000
shares of Common Stock of the Company have been issued for investment
purposes in a "private placement" and only those shares are
"freely-tradable" shares afforded by Rule 504 under the Securities Act
of 1933, as amended and applicable state securities laws.
(b) Underwriters and other purchasers.
There were no underwriters in connection with the sale
and issuance of any securities.
All of the shareholders have had a pre-existing personal
or business relationship with the Company or its officers and
directors. By reason of their business experience, each have
been involved financially and by virtue of a time commitment
in business projects with the officers of the Company.
Further, each of the shareholders have established a
pre-existing personal relationship with the officers and
directors of the Company. The following are the names of the
31 issuees and the number of shares purchased by each of them.
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Arnaz Singh 18,000,000
Azmat Hossain 17,000,000
Dildar Singh 16,000,000
Umang Bansal 1,000,000
Aminul Hossain 250,000
Vanesh Bansal 250,000
Mandeep Kaur 1,000,000
Zarina Hossain 250,000
Bahran Ali 250,000
Angad Bansal 500,000
Yameen Hossain 400,000
Vida Najari 350,000
Tanzia Samad 300,000
Gulzar Singh 250,000
Rani Kaur 250,000
Preeti Parhar 250,000
Faruque Mohammad 250,000
Zeenat Faruque 250,000
</TABLE>
Page 19 of 26 Pages
<PAGE> 20
<TABLE>
<S> <C>
Preethi Kanike 250,000
Selina Beg 250,000
Hazara Nanuan 250,000
Raveen Samad 250,000
Shehnaz Singh 250,000
Kumar Patel 200,000
Raj Patel 200,000
Ajish Vijayan 250,000
Daniel Stiglmayer 250,000
Lawrence Poykayil 250,000
Jasleen Kaur 250,000
Sanjay Patel 250,000
Marc Landas 250,000
</TABLE>
(c) Exemption from Registration Relied Upon.
The sale and issuance of the shares of stock was exempt from
registration under the Securities Act of 1933, as amended, by virtue of section
4(2) as a transaction not involving a public offering. Each of the shareholders
had acquired the shares for investment and not with a view to distribution to
the public. From the date of the issuance to the date of this report, there were
no transfers of the stock sold and issued. The transfer agent of the company is
Holladay Stock Transfer Inc.
Item 5. Indemnification of Directors and Officers.
The Company, to the fullest extent permitted by Sections 722,
723 and 724 of the Business Corporation Law of the State of New York, as the
same may be amended or supplemented, may indemnify any person for expenses
incurred, including attorneys fees, in connection with their good faith acts if
they reasonably believe such acts are in and not opposed to the best interests
of the Company and for acts for which the person had no reason to believe his or
her conduct was unlawful. The Company may indemnify the officers and directors
for expenses incurred in defending a civil or criminal action, suit or
proceeding as they are incurred in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount of such expenses if it is ultimately
determined by a court of competent jurisdiction in which the action or suit is
brought determined that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers, directors or
persons controlling the Company pursuant to the foregoing, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.
Page 20 of 26 Pages
<PAGE> 21
PART F/S
Financial Statements
The following financial statements are attached to this report
and filed as a part thereof.
1) Table of Contents
2) Independent Auditors' Report
3) Balance Sheet
4) Statement of Operations
5) Statement of Changes in Stockholders' Equity
6) Statement of Cash Flows
7) Notes to the Financial Statements
Page 21 of 26 Pages
<PAGE> 22
GREGORY E. LAZICKY, P.C. LETTERHEAD
INDEPENDENT AUDITORS' REPORT
To the Stockholders
First India Diversified Holdings Inc.
Floral Park, New York
I have audited the accompanying balance sheet of First India Diversified
Holdings Inc. (A Development Stage Company) as of September 30, 1999 and the
related statements of operations, changes in stockholders' equity and cash flows
for the period July 2, 1999 (date of inception) to September 30, 1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of First India Diversified Holdings
Inc. as of September 30, 1999 and results of its operations and its cash flows
for the period July 2, 1999 (date of inception) to September 30, 1999 in
conformity with generally accepted accounting principles.
/s/ Gregory E. Lazicky
---------------------------
Gregory E. Lazicky
Certified Public Accountant
Bound Brook, New Jersey
October 29, 1999
Page 22 of 26 Pages
<PAGE> 23
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1999
------------------------------------
<TABLE>
<CAPTION>
ASSETS
- ------
<S> <C>
Current assets:
Stock subscriptions receivable $105,100
--------
Total assets $105,100
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
--------
Liabilities $ 0
--------
Total liabilities $ 0
--------
Stockholders' Equity:
Common stock, $.0001 par value, 100,000,000
share authorized and 61,000,000 shares
issued and outstanding 105,000
--------
Total Stockholders' equity 105,000
--------
Total liabilities and stockholders' equity $105,000
--------
</TABLE>
See accompanying notes and independent auditor's report
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<S> <C>
REVENUES $ 0
---------
EXPENSES $ 0
---------
NET INCOME $ 0
---------
</TABLE>
See accompanying notes and independent auditor's report
Page 23 of 26 Pages
<PAGE> 24
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital Stock
Issued, Common
------------------------------ Retained
Shares Amount Earnings Total
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Issuance of common stock
at par value 51,000,000 $ 5,100 $ 0 $ 5,100
Issuance of common stock
At $.01 per share 10,000,000 $ 100,000 $ 0 $ 100,000
Net Income 0 0 0 0
---------- ---------- ---------- ----------
Balance 61,000,000 $ 105,100 $ 0 $ 105,100
September 30,1999
</TABLE>
See accompanying notes and independent auditor's report
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<S> <C>
Cash flows from operating activities
Net income $0
Adjustments to reconcile net income to net
cash provided by operating activities $0
--
Net cash provided by operating activities $0
Cash flows from investing activities
Net cash provided by investing activities $0
Cash flows from financing activities
Net cash provided by financing activities $0
--
Net increase in cash $0
Cash and cash equivalents - beginning of period $0
--
Cash and cash equivalents - end of period $0
--
</TABLE>
See accompanying notes and independent auditor's report
Page 24 of 26 Pages
<PAGE> 25
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
--------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Company organization and activity:
The Company was incorporated in the state of New York on July 2, 1999. The
Company's principal activity has not been determined as of yet. Operations are
expected to begin on or about December 1, 1999.
Financial statement presentation:
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
- -------------------------------------------
The following noncash transaction has been appropriately excluded from the
statement of ash flows:
During the period July 2, 1999 (date of inception) to September 30, 1999, the
Company received stock subscriptions receivable in the amount of $105,100 for
the issuance of common stock.
Page 25 of 26 Pages
<PAGE> 26
Part III
Item 1. Exhibit Index
No.
- -----------------------------------------------------------------------
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation,
with amendment
3.2 Bylaws
(23) Consents - Experts
23.1 Consent of Gregory E. Lazicky
(27) Financial Data Schedule
27.1 Financial Data Schedule
Signatures
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 24, 2000 FIRST INDIA DIVERSIFIED HOLDINGS, INC
By: /s/ Arnaz Singh
-------------------------
Arnaz Singh
President
Page 26 of 26 Pages
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
FIRST INDIA DIVERSIFIED HOLDINGS INC.
Under Section 402 of the Business Corporation Law
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, does
hereby certify and set forth:
(1) The name of the Corporation is:
FIRST INDIA DIVERSIFIED HOLDINGS INC.
(2) The purpose or purposes for which the Corporation is formed are as
follows, to wit:
To engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law exclusive of any act or
activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained; subject to any express limitations set forth herein, or in the
Business Corporation Law.
Directly, or through ownership of stock in any corporation, to
purchase, lease, rent, exchange, or otherwise acquire real estate and property,
either improved or unimproved, and any interest therein; to own, hold, control,
maintain, manage and develop the same; to erect, construct, maintain improve,
rebuild, enlarge, alter, manage, operate, and control all kinds of buildings,
houses, hotels, apartments, motels, stores, offices, warehouses, mills, shops,
factories and plants and all structures and erections of any description on any
lands owned, held, rented or leased by the Corporation,, or upon any other
lands; to lease or sublet offices, stores, apartments and other space in such
building or buildings, and to sell, rent, lease, sublet, mortgage, exchange,
assign, transfer, convey, pledge, alienate, or otherwise dispose of any such
real estate and property, and any interest therein.
<PAGE> 2
To acquire by purchase, lease or manufacture, or otherwise, any
personal property deemed necessary or proper or useful in the equipment,
furnishing, improvement, development or management of any property, real or
personal, at any time owned, held or occupied by the Corporation and to invest,
trade and deal in any personal property deemed beneficial to the Corporation,
and to mortgage, pledge, sell, let or other wise dispose of any personal
property at any time owned or held by the Corporation.
To purchase or other wise acquire, hold exchange, pledge, hypothecate,
sell deal in and dispose of mortgages covering any kind of real and personal
property, tax liens and transfers of tax liens on to make, enter into, perform
and arrange for the carrying out of contracts for constructing, building,
altering improving and repairing, decorating, maintaining, furnishing and
fitting up building, tenements and structures of every description, and to
advance money to an enter in to agreement of all kinds with building
contractors, property owner and therefor said purpose.
To acquire by purchase, subscription, underwriting or other wise, and
to own, hold for investment or other wise and to use, sell, assign, transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal pro dispose
of real and personal property of every sort and description and wheresoever
situated, including shares and bonds, debentures, notes, scrip, securities,
evidences of indebtedness contracts or notes, script, securities, evidences of
indebtedness contracts more obligation of any corporation or association ,
whether domestic or foreign , or of any firm or individual or the Untied States
or any State, territory or dependency of the United States or any foreign
country , or any municipality or local authority within or with out the United
States , and also to issue in exchange therefor stocks , bonds or other
securities or evidence of indebtedness of this corporation and, while the owner
or holder of any property, to receive collect and dispose of the interest ,
dividends and income on or from such property and to possess an exercise in
respect thereto all of the rights ,powers and privileges of ownership, including
all voting power thereon.
To purchase, lease, exchange, lend, invest, hire or otherwise
Acquire lands with or without building thereon, or any interest therein, to
erect, construct, alter, improve, manage, and operate houses, and building or
other works owned, manage, and operate houses, and building or other works owned
by the Corporation, or upon ant other lands; to sell, lease sublet, mortgage,
exchange or other wise dispose of any of the land s or any interest therein, or
nay houses, building or other works owned by the Corporation; to engage
generally in the real estate business , as principal , agent broker , or other
wise , and generally to buy, sell, lease, invest, lend, mortgage, exchange,
mange , operate, and deal in lands or interests in lands, houses, buildings or
other works.
To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, develop, manage, maintain, control, operate, lease mortgage,
create liens upon, sell, convey or otherwise dispose of land turn to account,
any and all plant, machinery, works, implements and things or property, real and
personal, of every kind and description, incidental to, connected with, or
suitable, necessary or convenient for
<PAGE> 3
any of the purpose enumerated herein, including all or any part or parts of the
properties , assets, business and good will of any person, firms, associations
or corporations.
To purchase, exchange or otherwise acquire, invest in, own, devise,
invent, manufacture, produce, fabricate, assemble, store, transport, install,
and service, maintain, alter, repair, distribute, sell exchange, trade,
encumber, assign, transfer or otherwise dispose of, import, export, license as
licensor or licensee, lease as lessor or lessee, enter into contracts in respect
of, acquire, receive, grant and assign licensing arrangement, options,
franchises and other franchises and other rights in respect of, and otherwise
deal in and with, at wholesale and/or retail, for any use or purpose, whether as
principal, agent, broker, factor, merchant, distributor, jobber, advisor of in
any other lawful capacity, any and all kinds of goods, wares , merchandise,
commodities , manufactured articles, raw materials, metals, animal and plant
products, substances and other unimproved, improved, finished and processed
articles and real, personal and mixed property of every kind and description,
and generally to conduct a mercantile, industrial, investing and trading
business, in all its branches, and such other business or businesses as may be
incidental or advantageous thereto.
The powers, rights, and privileges provided in this certificate are not
to be deemed to be in limitation of similar, other or additional powers, rights
and privileges granted or permitted to a Corporation by the Business Corporation
Law, it being intended that this corporation shall have all the rights, powers
and privileges granted or permitted to a corporation by such statute.
(3) The office of the Corporation is to be located in the County of
Queens, State of New York.
(4) The aggregate number, class and par value of shares, which the
Corporation shall have authority to issue, shall be two hundred (200) shares,
all of which are to be without Par value, of the same class and all of which
hereby are designated as common stock.
(5) The Secretary of sates of the State of the State of New York is
designated as the agent of the Corporation upon whom process against it may be
served, and the post office address to which the Secretary of State shall mail a
copy of such process served upon him is:
C/O The Corporation
257-10 Union Turnpike
Floral Park, New York 11004
(6) The Corporation, to the fullest extent permitted by Sections 722,
723 and 724 of the Business Corporation Law of the State of New York as the same
may be amended and supplemented, shall Indemnify any and all person s that it
shall have power to indemnify under said Section. The indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by - law, agreement, note of stockholders
or directors, or other wise both as to action in his official capacity and as to
action in any other capacity while holding such office. The indemnification
provided for herein shall continue as to a person who
<PAGE> 4
has ceased to be a director, officer, employee or agent of the Corporation, and
shall insure too the benefits of the here in, executor sand administrators of
such person.
(7) The personal liability of any Director of the Corporation to the
Corporation it self, or its Shareholders, for damages for any breach of duty in
such capacity is hereby eliminated; expect that such personal liability shall
not be eliminated if a judgment or other personal liability shall not be
eliminated if a judgments or other final adjudication adverse to such Director
establishes that his acts or omission were in bad faith, or involved intentional
misconduct or a knowing violation of law, or that he gained ,in fact a financial
profits or advantage to which he was not legally entitled , or that his facts
violated Section 719 of the Business Corporation Law.
Dated: July 01, 1999
Jerry Joseph, Incorporater
41 State Street, Suite 515
Albany, New York 12207
<PAGE> 5
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
FIRST INDIA DIVERSIFIED HOLDINGS INC.
Under Section 805 of the Business Corporation Law
I, THE UNDERSIGNED, being the Sole Incorporator of First India
Diversified Holdings Inc., do hereby certify and set forth:
(1) The name of the Corporation is:
FIRST INDIA DIVERSIFIED HOLDINGS INC.
(2) The Certificate of Incorporation of said Corporation was filed with
the Department of State of the State of New York on the 2nd day of July, 1999.
(3) The following was authorized by the Sole Incorporator, being that
there are no directors or officers, there are no subscribers for shares, and no
shares of stock have been issued.
(a) To change and increase the shares of stock which the
Corporation shall be authorized to issue from the presently authorized, and
unissued, two hundred (200) common no par value shares, into one hundred million
(100,000,000), common par value shares, each having one hundredth of a penny ($
.0001) par value, at the rate of 1:500,000.
Paragraph 4 of the Certificate of Incorporation is amended to
read as follows:
"(4)" The aggregate number of shares which the Corporation shall have
authority to issue is one hundred million (100,000,000), common, par value
shares, each of which is to have one hundredth of a penny ($.0001) par value.
Dated: July 08, 1999
/S/ Jerry Joseph
-----------------
Jerry Joseph
Sole Incorporator
<PAGE> 1
EXHIBIT 3.2
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_________________
BY - LAWS
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_________________
ARTICLE I
THE CORPORATION
Section 1. Name. The name of this corporation (hereinafter called the "
Corporation ") is FIRST INDIA DIVERSIFIED HOLDINGS INC.
Section 2. OFFICES. The Corporation shall have its principal office in
the state of New York. The Corporation may also have offices at such other
places within and without the United States as the Board of Directors may from
time to time appoint or the business of the Corporation may require.
Section 3. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation the year of its organization and the words " Corporation
Seal, New York ". One or more duplicate dies for impressing such seal may be
kept and used.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. PLACE OF MEETING. All meeting of the shareholders shall be
held at the principal office of the Corporation in the State of New York or such
other place, within or without the State of New York, as if fixed in the notice
of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the shareholders of
the Corporation for the election of the directors and the transaction of such
other business as may properly come before the meeting shall be held on the
first Monday of the August, in each year, if not legal holiday, and if legal
holiday, then on the next secular day following, at ten o'clock A.M., Eastern
Standard Time, or at such other time as if fixed in the notice of the meeting.
If for any reason ant annual meeting shall not be held at the time herein
specified, the same may be held at any time thereafter upon notice, as herein
provided, or the business therefore may be transacted at any special meeting
called for the purpose.
<PAGE> 2
Section 3. SPECIAL MEETING. Special meeting of shareholders may be
called by the President whenever he or she deems it necessary or advisable. The
President shall call a special meeting of the shareholders whenever so directed
in writing by a majority of the entire Broad of Directors or whenever so
directed in writing by a majority of the entire Board of Directors or whenever
the holders of the one- third (1/3) of the number of shares of the capital stock
of the Corporation entitled to vote at such meeting shall, in writing, request
the same.
Section 4. NOTICE OF MEETING. Notice of the time place of the annual
and each special meeting of the share holders be give to each of the
shareholders entitled to vote at such meeting by mailing the same in a postage
prepaid wrapper addressed to each such shareholders at his or her address as it
appears on the books of the Corporation, or by delivering the same personally to
any such shareholder in lieu of such mailing, at least ten (10) And not more
than fifty (50) days prior to each meeting. Meeting may be held without notice
if all of shareholders entitled to vote thereat are present in person or by
proxy, or if notice thereof is waived by all such shareholders not presents in
persons or by proxy, before or after the meeting. Notice by mail shall e deemed
to be given when deposited, with postage thereon prepaid, in the United States
mail. If a meeting is adjourned to another time, not more than thirty (30) days
hence, or to another place, and if an announcement of the adjourned time or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the Broad of Directors, after adjournment fix a new
record date for the adjourned meeting. Notice of the annual and each special
meeting of the shareholders shall indicate that it is being issued by or at the
direction of the person or person calling the meeting, and shall state the name
and capacity of each such person. Notice of each special meeting shall also
state the purpose or purposes for which it has been called. Neither the business
to be transacted at nor the purpose of the annual or any special meeting of the
shareholders need be specified in any written waiver of notice.
Section 5. RECORDS DATE FOR SHAREHOLDERS. For the purpose of
determining the shareholders entitled to notice of or to vote an any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or for the purpose of determining
shareholder 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 Broad of Directors may fix, in advance , a record date, which
shall not be more than fifty (50) days nor less than ten (10) days before the
date of such meeting , nor more than fifty (50) days prior to any other action.
If no record date is fixed, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the day next proceeding the day on which the meeting is held; the
record date for determining shareholders entitled to express consent 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 shareholders
for any other purpose shall be at the close of business on
<PAGE> 3
the day on which the Board of Directors adopts the resolution relating thereto.
A determination of shareholders of records entitled to notice of or to vote at
any meeting of shareholders shall apply to any adjournment of the meeting;
however, that the Board of Directors may fix a new records date for the
adjourned meeting.
Section 6. PROXY REPRESENTATION Every shareholder may authorize another
person or persons to act for him by proxy in all matter in which a shareholders
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholders or by his or hers attorney - in -
fact. No proxy shall be voted or acted upon after eleven months from its date
unless such proxy provides for a longer period. Every proxy shall be revocable
at the pleasure of the shareholders executing it expect as otherwise provided in
section 608 of the New York Business Corporation Law.
Section 7. VOTING AT SHAREHOLDERS' MEETINGS. Each share of stock shall
entitle the holders thereof to one vote. In the election of directors plurality
of the votes cast shall elect. Any other action shall be authorized by a
majority of the votes cast expects where the New York Business Corporation Law
prescribes a different percentage of votes or a different exercise of voting
power. In the election of directors, and for any other action, voting need not
be by ballot.
Section 8. QUORUM AND ADJOURNMENT. Except for a special election of
directors pursuant to Section 603 of the New York Business Corporation Law, the
presence, in person or by proxy, of the holders of a majority of the shares of
the stock of the Corporation outstanding and entitled to vote thereat shall be
requisite and shall constitute a quorum at any meeting of the shareholders. When
a quorum is once present to organize a meeting, it shall not be broken by the
subsequent withdrawal of any shareholders. If at any meeting of shareholders
there shall be less than a quorum so present, the shareholders present in person
or by proxy and entitled to vote thereat, may adjourn the meeting from time to
time until a quorum shall be present, but no business shall be transacted at any
such adjourned meeting except such as might have been lawfully transacted had
the meeting not adjourned.
Section 9. LIST OF SHAREHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare, make and certify, at least ten
(10) days before every meeting of shareholders, a complete list of the
shareholders, as of the record date fixed for such meeting, arranged in
alphabetic order, and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city or other municipality or
community where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any shareholder who is present. If the right to vote at any
meeting is challenged, the inspectors of election, if any, or the person
presiding thereat, shall require such list of shareholders to be produced as
evidence of the right of the
<PAGE> 4
persons challenged to vote at any such meeting, and all persons who appear from
such list to be shareholders entitled to vote thereat may vote any such meeting.
Section 10. INSPECTORS OF ELECTION. The Board of 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, and at the request of
any shareholders entitled to vote thereat shall, appoint one or more inspectors.
In case any person who may be appointed an as inspector fails to appear or act,
the vacancy may be filled by appointment made by the Board of Director in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, is 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 inspector
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, shall receive votes, ballots or
consents, hear and determine all challenges an d question arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the results, and do so acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting or any shareholders entitled to vote there at, the inspector or
inspectors, if any, shall make report in writing of any challenge, question or
matter determine by him or them execute a certificate of any fact found by him
or them. Any report or certificate made by the inspector or inspector shall be
prima facie evidence of the facts stated and of the vote as certified by them.
SECTION 11. ACTION OF THE SHAREHOLDERS WITHOUT MEETINGS. Any action
which may de taken at any annual or special meeting of the shareholder may be
taken without a meeting on written consent setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.
Written consent thus given by the holders of all outstanding shares entitled to
vote shall have the same effect as a unanimous vote of the shareholders.
ARTICLE III
DIRECTORS
Section 5. REGULAR AND SPECIAL MEETINGS OF THE BOARD. The Board of Directors may
hold its meetings, whether regular or special, either within or without the
State of New York. The newly elected Board may meet at such place and time as
shall be fixed by the vote of
Section 1. NUMBER OF DIRECTORS. The numbers of directors, which shall
constitute the entire Board of Directors, shall be not less than three, except
that all outstanding shares of the stock of the Corporation are owned
beneficially and of record by less than three, but not less than the number of
shareholders. Subject to the foregoing limitation, such number may be fixed from
time to time by action of a majority of the entire Board of Directors or of the
shareholders at a an annual or special meeting, or, if the number of directors
is not so
<PAGE> 5
fixed, the number shall be four, or shall be equal to the number of
shareholders (determine as aforesaid), which ever is less. Until such time, as
the corporation shall issue shares of its stock, the Broad of Directors shall
consist of person. No decrease in the number of directors shall shorten the term
of any incumbent director.
Section 2. ELECTION AND TERM. The initial Board of Directors shall be
elected by the incorporator and each initial directors so elected shall hold
office until the first annual meeting of shareholders, and each directors who is
elected in the interim to fill a vacancy or a newly created directorship, shall
hold office until the next annual meeting of shareholders, and each directors
who is elected in the interim to fill a vacancy or a newly created directorship,
shall hold office until the next annual meeting of shareholders and until his
successor has been elected and qualified.
Section 3. FILLING VACANCIES, RESIGNATION AND REMOVAL. Any director may
tender his resignation at any time. Any director or the entire Board of
Directors may be removed, with or without any cause, by vote of the
shareholders. In the interim between annual meetings of shareholders or special
meetings of shareholders called for the election of directors or for the removal
of one or more directors and for the filling of any vacancy in that connection,
newly created directorships and any vacancies in the Board of Directors,
including unfilled vacancies resulting from the resignation or removal of
directors for cause or without cause, may be filled by the vote of a majority of
the remaining directors then in office, although less than a quorum, or by the
sole remaining director.
Section 4. QUALIFICATIONS AND POWERS. Each director shall be at least
eighteen years of age. A director need not be a shareholder, a citizen of the
United States or a resident of the State of New York. The business of the
Corporation shall be managed by the Board of Directors, subject to the
provisions of the Certificate of Incorporation. In addition to the powers and
authorities by these ByLaws expressly conferred upon it, the Board may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these ByLaws
directed or required to be exercised or done exclusively by the shareholders.
Section 7. TELEPHONIC MEETINGS. Any member or members of the Board of
Directors, or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of
conference telephone or similar communications the shareholders at he annual
meeting, for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors in order to legally
constitute the meeting, provided a majority of the entire Board shall be
present; or they may meet at such place and time as shall be fixed by the
consent in writing of all directors. Regular meetings of the Board may be held
with or without notice at such time and place as shall from time to time be
determined by resolution of the Board. Whenever the time or place or regular
meetings of the Board shall have been determined by resolution of the Board, no
regular meetings shall be held pursuant to any resolution of the Board altering
or modifying its previous resolution
<PAGE> 6
relating to the time or place of the holding of regular meetings, without first
giving at least three days written notice to each director, either personally or
by telegram, or at least five days written notice to each director by mail, of
the substance and effect of such new resolution relating to the time and place
at which regular meetings of the Board may thereafter be held without notice.
Special meetings of the Board shall be held whenever called by the President,
Vice President, the Secretary or any director in writing. Notice of each special
meeting of the Board shall be delivered personally to each director or sent by
telegraph to his residence or usual place of business at least three days before
the meeting, or mailed to him to his residence or usual place of business at
least five days before the meeting. Meeting of the Board, whether regular or
special, may be held at any time and place, and for any purpose, without notice,
when all the directors are present or when all directors nor present shall, in
writing, waive notice of any consent to the holding of such meeting, which
waiver and consent may be given after the holding of such meeting. All or any of
the directors may waive notice of any meeting and the presence of a director at
any meeting of the Board shall be deemed a waiver of notice thereof by him. A
notice, or waiver of notice, need not specify the purpose or purposes of any
regular or special meeting of the Board.
Section 6. QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except that when the entire Board consists
of one director, then one director shall constitute a quorum, and except that
when a vacancy or vacancies prevents such majority, a majority of the directors
in office shall constitute a quorum, provided that such majority shall
constitute at least one-third of the entire Board. A majority of the directors
present, whether or not they constitute a quorum, may adjourn a meeting to
another time and place. Except as herein otherwise provided, and except as
otherwise provided by the New York Business Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board.
Section 7. TELEPHONIC MEETINGS. Any member or members of the Board of
Directors, or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, and
participation in a meeting by such means shall constitute presence in person at
such meeting.
Section 8. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and writing or
writings are filed with the minutes of proceedings of the Board or committee.
Section 9. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, for attendance at
each regular or special meeting of the Board or of any committee designated by
the Board and may be paid a fixed sum for attendance at such meeting, or stated
salary as director, or both. Nothing herein contained shall be construed to
preclude any director
<PAGE> 7
from serving the Corporation in any other capacity and receiving compensation
thereof; provided however that directors who are also salaried officers shall
not receive fees or salaries as directors.
ARTICLE IV
COMMITTEES
Section 1. IN GENERAL. The Board of Directors may, by resolution or
resolutions passed by the affirmative vote therefore of a majority of the entire
Board, designate an Executive Committee and such other committees as the Board
may from time to time determine, each to consist of three or more directors, and
each of which, to the extent provided in the resolution or in the Certificate of
Incorporation or in the By-Laws, shall have all the powers of the vacancies in
the Board, except that no such committee shall have the power to fill vacancies
in the Board, or to change the membership of or to fill vacancies in any
Committee, or to make, amend, repeal or adopt By-Laws of the Corporation, or to
submit to the shareholders any action that needs the shareholder approval under
these By-Laws or the New York Business Corporation Law, or to fix the
compensation of the directors for serving on the Board or any committee thereof,
or to amend or repeal any resolution of the Board which by its terms shall not
be so amendable or repealable. Each committee shall serve at the pleasure of the
Board. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member at any meeting of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Section 2. EXECUTIVE COMMITTEE. Except as otherwise limited by the
Board of Directors or by these By-Laws, the Executive Committee, if so
designated by the Board of Directors, shall have and may exercise, when the
Board is not in session, all the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have the
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. The Board shall have the power at any time to change the
membership of the Executive Committee, to fill vacancies in it, or to dissolve
it. The Executive Committee may make rules for the conduct of its business and
may appoint such assistance as it shall from time to time deem necessary. A
majority of the members of the Executive Committee, if more than a single
member, shall constitute a quorum.
ARTICLE V
OFFICERS
Section 1. DESIGNATION, TERM AND VACANCIES. The officers of the
Corporation shall be a President, on or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors may form time to
time deemed necessary. Such officers may have and perform the powers and duties
usually pertaining to their respective offices, the powers and duties
respectively prescribed by
<PAGE> 8
law and by this By-Laws, and such additional powers and duties as may from time
to time be prescribed by the Board. The same person may hold any two or more
offices, except that the offices of President and Secretary may not be held by
the same person unless al the issued and outstanding stock of the Corporation is
owned by one person, in which instance such person may hold all or any
combination of offices.
The initial officers of the Corporation shall be appointed by the
initial Board of Directors, each to hold office until the meeting of the Board
of Directors following the first annual meeting of shareholders and until his
successor has been appointed and qualified. Thereafter, the officers of the
Corporation shall be appointed by the Board as soon as practicable after the
election of the Board at the annual meeting of shareholders, and each officer so
appointed shall hold office until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been appointed and qualified. Any officer may be removed at any time, with or
without cause, by the affirmative vote therefore of a majority of the entire
Board of Directors. All other agents and employees of the Corporation shall hold
office during the pleasure of the Board of Directors. Vacancies occurring among
the officers of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
Section 2. PRESIDENT. The President shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors at which he may
be present. Subject to the direction of the Board of Directors, he shall be the
chief executive officer of the Corporation, and shall have general charge of the
entire business of the Corporation. He may sign certificates of stock and sign
and seal bonds, debentures, and contracts or other obligations authorized by the
Board, and may, without previous authority of the Board, make such contracts as
the ordinary conduct of the Corporation's business requires. He shall have the
usual powers and duties vested in the President of a corporation. He shall have
power to select and appoint all necessary officers and employees of the
Corporation, except those selected by the Board of Directors, and to remove all
such officers and employees except those selected by the Board of Directors, and
make new appointments to fill vacancies. He may delegate any of his powers to a
Vice President of the Corporation.
Section 3. VICE PRESIDENT. A Vice President shall have such of the
President's powers and duties as the President may from time to time delegate to
him, and shall have such other powers and perform such other duties as may be
assigned to him by the Board of Directors. During the absence or incapacity of
the President, the Vice President, or, if there be more than one, the Vice
President having the greatest seniority in office, shall perform the duties of
the President, and when so acting shall have all the powers and be subject to
all the responsibilities of the office of President.
Section 4. TREASURER. The Treasurer shall have custody of such funds
and securities of the Corporation as may come to his hands or be committed to
his care by the Board of Directors. Whenever necessary or proper, he shall
endorse on behalf of the Corporation, for collection, checks, notes, or other
obligations, and shall deposit the same to the credit of the Corporation in such
bank or banks or depositories,
<PAGE> 9
approved by the Board of Directors as the Board of Directors or President may
designate. He may sign receipts or vouchers for payments made to the
Corporation, and the Board of Directors may require that such receipts or
vouchers shall also be signed by some other officer to be designated by them.
Whenever required by the Board of Directors, he shall render a statement of his
cash accounts and such other statements respecting the affairs of the
Corporation as may be required. He shall keep proper and accurate books of
account. He shall perform all acts incident to the office of Treasurer, subject
to the control of the Board.
Section 5. SECRETARY. The Secretary shall have custody of the seal of
the Corporation and when required by the Board of Directors, or when any
instrument shall have been signed by the President duly authorized to sign the
same, or when necessary to attest any proceedings of the shareholders or
directors, shall affix it to any instrument requiring the same and shall attest
the same with his signature, provided that the seal may be affixed by the
President or Vice President or other officer of the Corporation to any document
executed by either of them respectively on behalf of the Corporation which does
not require the attestation of the Secretary. He shall attend to the giving and
serving of notices of meetings. He shall have charge of such books and papers as
properly belong to his office or as may be committed to his care by the Board of
Directors.He shall perform such other duties as appertain to his office or as
may be required by the Board of Directors.
Section 6. DELEGATION. In case of the absence of any officer of the
Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board may temporarily delegate the powers or duties, or any of
them, of such officer to any other officer or to any director.
ARTICLE VI
STOCK
Section 1. CERTIFICATES REPRESENTING SHARES. All certificates
representing shares of the capital stock of the Corporation shall be in such
form not inconsistent with the Certificate of Incorporation, these By-Laws or
the laws of the State of New York and shall set forth thereon the statements
prescribed by Section 508, and where applicable, by Section 505, 616, 620, 709,
and 1002 of the Business Corporation Law. Such shares shall be approved by the
Board of Directions, and shall be singed by the President or a Vice President
and by the Secretary or the Treasurer and shall bear the seal of the Corporation
and shall not be valid unless so singed and sealed. Certificates countersigned
by a duly appointed transfer agent and / or registered by a duly appointed
registrar shall be deemed to be so singed and sealed whether the seal be a
facsimile seal or any other from of a seal. All certificates shall be
consecutively numbered and the name of the person owing the shares represented
thereby, his residence, with the number of such shares and the date of issue,
shall be entered on the Corporation's book. All certificates surrendered shall
be canceled and no new certificates issued until the former certificates for the
same number of shares shall have been surrendered and cancelled, except as
provided for herein.
<PAGE> 10
In case any officer or officer or officers who shall have signed or
whose facsimile signature or signatures shall have been affixed to and such
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, such certificates may nevertheless be adopted by the
Corporation, any may be issued and delivered as though the person or persons who
singed such certificates, or whose facsimile signature or signatures shall have
been affixed thereto, had not ceased to be such officer or officers of the
Corporation.
Any restriction 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.
Section 2. FRACTIONAL SHARES INTERESTS. The Corporation, may but shall
not be required to, issue certificates for fractions of shares .If the
Corporation does not issue fraction of a shares it shall (1) arrange for the
disposition of fractional interests by those entitled thereto, (2) pay in cash
the fair value of fractions of the shares as of the time when those entitled to
receive such fractions are determined, or (3) issue scrip or warrants in
registered or bearer form which shall entitled the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
aggregating a full share. A certificate for a fractional share shall, but scrip
or warrants shall not unless otherwise provided therein, entitled the holder to
exercise voting rights, to participate in an any distribution of the assets of
the Corporation in the event of liquidation. The Board of the Directors may
cause scrip or warrants to be issued subject to the condition that they shall
become void if not exchange for certificates representing full shares before a
specified date, or subject to the condition that the shares for which scrip or
warrants are exchangeable may be sold by the Corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
condition which the Board of Directors may impose.
Section 3. ADDRESSES OF SHAREHOLDERS. Every shareholders shall furnish
the Corporation with an address to which notices of meetings and all other
notices may be served upon or mailed to him, and in default thereof notices may
be addressed to him at his last known post office address.
Section 4. STOLEN LOST OR DESTROYED CERTIFICATES. The Board of
Directors may its sole discretion direct that a new certificate or certificates
of stock be issued in place of any certificate or certificates of stocks thereto
fore issued by the Corporation, alleged to have been stolen, lost or destroyed,
and the Board of Directors when authorizing the issuance of such new certificate
or certificates, may in its discretion, and as a conditions precedent thereto,
require the owner if such stolen, lost or destroyed certificates or his legal
representatives to give to the Corporation and to such registrar or registrars
and / or transfer agent or transfer agents as may be authorized or require to
countersign such new certificates or certificates , a bond in such sum as the
Corporation may direct not exceeding double the value of the stock represented
by the certificates alleged to have stolen, lost or destroyed, as
<PAGE> 11
indemnity against any claim that may be made against them for or in respect to
the shares of stock represented by the certificates alleged to have been stolen,
lost or destroyed.
Section 5. TRANSFERS OF SHARES. Upon compliance with all provisions
restricting the transferability of shares, if any, transfers of stock shall be
made only upon the books of the Corruption by the holder in person or by his
attorney thereunto authorized by the power of attorney duly filed with the
Secretary of the Corporation or with transfer agent or registrar, if any upon
the surrender and cancellation of the certificates or certificates for such
shares properly endorsed and the payment of all taxes due thereon . The Board of
Directors may appoint one or more suitable banks and or trust companies as
transfer agents and /or registrars or transfers, for facilitating transfers of
any class or series of stock of the Corporation by the holders thereof under
such regulations as the Board of Directions may from time to time prescribe.
Upon such appointment being made all certificates of stocks of such class or
series thereafter issued shall be countersigned by one of such transfer agent
and / or one of such registrars, and shall not be valid unless so countersigned.
ARTICLE VIII
DIVIDENDS AND FINANCE
Section 1. DIVIDENDS. The Board of Directors shall have power to fix
and determine and to vary, from time to time, the amount of the working capital
of the Corporation before declaring any dividends among its shareholders, and to
direct and determine the use and disposition of any net profits or surplus, and
to determine the date or dates for the declaration and payment of dividends and
to determine the amount of any dividend, and the amount of any reserves
necessary in their judgment before declaring nay dividends among its
shareholders , and to determine the amount of the net profits of the Corporation
from time available for dividends.
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
the last day of December in each year and shall begin on the next succeeding
day, or shall be for such other period as the Board of Directors may from time
to time designate with the consent of the Department of Taxation and Finance,
where applicable.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. STOCKS OF OTHER CORPORATIONS. The Board of Directors shall
have the right to authorize any director, officers or other person on behalf of
the Corporation to attend, act and vote at meetings of the Shareholders of any
corporation in which the Corporation shall hold stock, and to exercise threat
any and all rights and powers incidents to the ownership of such stock, and to
execute waivers of notice of such meetings and calls thereof; and authority may
be given to exercise the same either on one or more designated occasions or
generally on all occasions until to give such authority, such authority may be
exercised by the President in person by the appointed by him on the behalf of
the Corporation.
<PAGE> 12
Any stocks or securities owned by this Corporation may, if so
determined by the Board of Directors, be registered either in the name of this
Corporation or in the name of any nominee or nominees appointed for that purpose
by the board of Directors.
Section 2. BOOKS AND RECORDS Subject to the New York Business
Corporation Law, the Corporation may keep its books and account outside of New
York.
Section 3. NOTICES. Whenever any notice is required by theses By-Laws
to be given, personal notice is not meant unless expressly so stated, and any
notice so required shall be deemed to be sufficient if given by the depositing
the same in a post office box in a sealed postpaid wrapper, addressed to the
person entitled thereto at his last known post office address, and such notice
shall be deemed to have been given on the day of such mailing.
Whenever any notice whatsoever is required to given under the
provisions of any law, or under the provisions herein, theses By-Laws a waivers
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated there in, shall be deemed equivalent
thereto.
Section 4. AMENDMENTS. Except as otherwise provided herein, theses
By-Laws may be altered, amended or repealed; an By-Laws may be made at any
annual meeting of the shareholders or at any special meeting thereof if notice
of the proposed alteration, amendments or repeal, of By-Laws to be made be
contained in the notice of such special meeting, by the holders of a majority of
the shares of stock of the Corporation outstanding and entitled to vote thereat;
or by the majority of the Board Directors, or at any special meeting of the
Board of Directors , if notice of the proposed alteration , amendment or repeal,
of there By-Laws to be made , be contained in the Notice of such Special
Meeting.
<PAGE> 1
EXHIBIT 23.1
(GREGORY E. LAZICKY P.C. LETTERHEAD)
To Whom It May Concern:
The firm of Gregory E. Lazicky, CPA consents to the inclusion of the report of
October 29, 1999, on the Financial Statements of First India Diversified
Holdings Inc.(A Development Stage Company) as of September 30, 1999, in any
filings that are necessary now or in the near future with the U.S. Securities
and Exchange Commission.
/s/ Gregory E. Lazicky
--------------------------
Gregory E. Lazicky
Certified Public Accountant
Bound Brook, New Jersey
October 29, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-02-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 105,100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 105,100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 61,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 105,100
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
