U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities and
Exchange Act of 1934.
NOSTALGIA MOTORCARS INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0362112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
4502 East Karen Drive, Phoenix, Arizona 85032
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 404-3557
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
None
Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock
(Title of Class)
None
(Title of Class)
PART I.
ITEM 1. DESCRIPTION OF BUSINESS.
(a) Business Development.
Nostalgia Motorcars, Inc., a Nevada corporation
("Company"), was originally organized on November 23,
1993 as Amexan, Inc.; the name was changed on June 1,
1998 to Nostalgia Motorcars, Inc. The business
office of the Company is located at 4502 East Karen
Drive, Phoenix, Arizona 85032. The Company's fiscal
year ends on December 31. Currently, the Company has
one fill time and two part time employees (two in
sales and one in accounting), but anticipates adding
two additional employee in the next three months.
Business of Issuer.
The Company intends to sell up to 10,000 new
"old style" Volkswagen Beetles in the United States,
Canada, and certain other countries beginning in the
first quarter of 2000. The vehicles that the Company
intends to sell differ significantly from Volkswagens
"new style" bug introduced in 1998. The Company's
vehicles are based on the rear engine, air cooled,
"old style" bugs ("Bugs") last sold in the United
States in 1979. These new "old style" bugs, although
basic in operation and styling, remain faithful to
the personality, charm and friendly quirks of the bug
best known by America.
With over 22 million cars sold worldwide over
the years, the Bug is generally acknowledged to be
the most successful car line in automotive history.
Unfortunately, a new "old style" Bug has not been
available in the U.S. market for 20 years, leaving an
unprecedented number of loyal and sometimes fanatical
admirers to contend with owning old, reconditioned
cars. The Bug's incredible success, combined with an
undying used market, steady parts sales and
significant Internet interest, leads the company to
believe that a legitimate market still exists for new
Bugs in the U.S.
The Bug has remained in full production at
Volkswagen's state of the art automotive plant in
Pueblo, Mexico, and over the years VW has refined the
car, producing a first class fit, finish and overall
quality never before offered in a Bug. New upgrades
such as Bosch fuel injection, front disc brakes,
three way catalytic converter, and a remote security
system have been added to ensure it keeps pace with
the needs of today's consumer. Despite this,
however, the Bug remains unavailable for sale in the
U.S., because it does not meet current U.S.
Department of Transportation ("DOT"), U.S.
Environmental Protection Agency ("EPA") and
California Air Resources Board ("CARB") standards.
Fortunately, current Federal laws permit the
importation, conversion and sale of virtually any
automobile, provided that the finished cars meet
strict DOT and EPA standards and proper licensing is
secured. Accordingly, the Company intends to
purchase new Bugs directly from the Pueblo, Mexico VW
factory (or from several of the over 250 dealers in
Mexico) and modify each car so that it fully complies
with U.S. safety and emission standards, making them
fully legal for sale in the U.S.
There are several ways for the Company to obtain
the necessary regulatory clearances for new Bug
certification; however, the Company has chosen to
pursue what it believes to be the most respected and
credible license, known as a "small volume
manufacturer" ("SVM") license, If granted by the EPA,
a SVM license would permit the Company to modify and
sell in the U.S. up to 10,000 cars per, year.
The Company believes that a viable market exists
for the new Company Bugs and expects to sell the cars
through direct sales to automotive dealers, national
wholesale car auctions and through the Internet (on a
site to be developed). Current management of the
Company will be initially responsible for securing
such sales. The Company expects to secure letters of
credit from contracted buyers, and proposes to borrow
sufficient capital through a revolving credit
facility to finance the purchase, modification and
transportation of the cars on order. The Company has
not as yet secured such a credit facility.
To the Company's knowledge, there are currently
no other manufacturers or suppliers of new "old
style" Beetles in the U.S.; however, there is direct
competition by Volkswagen who sell a "new style" bug,
and indirect competition by numerous other
"economical" cars offered by established
manufactures.
The Company proposes to offer Bugs with a 2 year
limited, bumper to bumper warranty, which will be
self administered by the Company (made possible by
the well documented and proven reliability of the car
over many years). The Company expects that the Bugs
will retail for approximately $13,000, which the
Company believes will provide a sufficient profit
margin.
ITEM 2. PLAN OF OPERATION.
Twelve Month Plan of Operation.
The Company expects to sell its cars through
automobile wholesalers, new car dealers, and the
Internet. The Company has not yet secured any sales
or contracted specific distributors.
The Company has undertaken the necessary steps
to begin the process of securing such a SVM license
and has contracted a very reputable vehicle
certification laboratory, LPC of New York, Inc.
("LPC"), of Ronkonkoma, New York. LPC is currently
conducting the necessary testing and assessments to
determine the exact modifications necessary to ensure
DOT and EPA certification and a SVM license. Upon
completion of all necessary government licensing and
the issuance of a SVM license, the Company would be
in a position to legally import new bugs from Mexico,
modify each car and retail them as new "classic bugs"
in the U.S. marketplace.
The LPC contract, which has an effective date of
September 29, 1999, guarantees certification and a
SVM license within 3 to 6 months and will cost
$375,000,00. LPC has indicated that although
original crash tests on the VW Beetle are still
available and valid, updated crash tests might have
to be conducted, which would entail an additional
cost to the Company under that contract of up to
$175,000. The Company has secured a total of
$300,000 in invested capital from the two principals
of the Company to date (as evidenced by two
Promissory Notes attached as Exhibits to this Form
10-SB); these individuals have committed to
contributing up to an additional total of $250,000 to
the capital of the Company in order to complete the
LPC contract and fund initial operations of the
Company.
The Company has no direct control over the
testing and licensing necessary to complete the
certification and is dependent on the successful
completion of the testing and modifications. Once
completed, LPC and the Company will file the
appropriate documentation with DOT, EPA, and CARB;
the Company has been advised that the final approval
process takes approximately one month to complete
(counted in the guaranteed timeframe quoted by LPC).
Once all tests are completed, then it will be
determined the exact modifications that will be
needed for the Bugs to be purchased.
The Company intends to purchase vehicles
directly from the Volkswagen manufacturing plant in
Pueblo, Mexico and/or from several of the more than
200 dealers throughout Mexico. There are
approximately 100,000 Bugs manufactured and they are
primarily sold in Mexico per year. There are no
contracts in place with any supplier at this time.
However, from the production at this plant, as well
as excess supply, it is the opinion of management
that there will be adequate supply of automobiles for
purchase by the Company. There is no license or
other agreement needed from Volkswagen in order for
the Company to buy and convert these automobiles for
sale in the U.S. once the SVM license is in place.
Once the car is purchased from Volkwagen, it
will be converted to meet DOT, EPA, and CARB
standards. The Company intends to subcontract out
all modifications and certification work to a
qualified third party conversion facility. There are
several such facilities available and the company to
be contracted by the Company. Although there is no
firm agreement with any such firm, the Company has
contacted International Auto Processors, based in
Brunswick, Georgia, about converting the Company
purchased automobiles. This is a large and credible
company which has substantial experience with large
volume conversion facilities, which currently
converts approximately 175,000 automobiles per year
for such companies BMW and Ford Motor Company. It is
anticipated that a contract with this firm can be
concluded within thirty days from the time that the
Company advised this firm that cars are ready to be
shipped.
Although the Company has no major customers, it
believes that will not be dependent on such. Sales
are expected to be geographically widespread and with
many small orders.
Except for those outlined above, the Company is
not aware of any government regulations required or
any probable governmental regulation change which
would have an adverse effect on the company.
Risk Factors Connected with Plan of Operation.
No Prior Operations.
The Company is in its initial stages of development
with no revenues or income and is subject to all the
risks inherent in the creation of a new business.
Since the Company's principal activities to date have
been limited to organizational activities and
prospect development, it has no record of any
revenue-producing operations. Consequently, there is
no operating history upon which to base an assumption
that the Company will be able to achieve its business
plans. In addition, the Company has only limited
assets. As a result, there can be no assurance that
the Company will generate significant revenues in the
future; and there can be no assurance that the
Company will operate at a profitable level. If the
Company is unable to obtain customers and generate
sufficient revenues so that it can profitably
operate, the Company's business will not succeed.
Adequacy of Funding.
The funds available to the Company from its
principals will not be adequate for it to be
competitive in the areas in which it intends to
operate. In addition, these principals may not meet
their commitments to provide the promised $250,000
over the amount currently funded in order to secure
the SVM license. In such instance, the Company would
have to secure such funds from another source or
sources, which could entail additional delay and
expense on the part of the Company.
Even if all the promised funds are made available by
the principals, these funds will only be sufficient
to secure the SVM license and provide operational
funds for the Company for the next several months.
Therefore, the Company will need to raise additional
funds in order to fully implement its business plan.
The Company's continued operations therefore will
depend upon its ability to raise additional funds
through bank borrowings, equity or debt financing, or
asset sales. There is no assurance that the Company
will be able to obtain additional funding when
needed, or that such funding, if available, can be
obtained on terms acceptable to the Company. If the
Company cannot obtain needed funds, it may be forced
to curtail or cease its activities. If additional
shares were issued to obtain financing, current
shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Company.
Competition.
The Company may experience substantial
competition in its efforts to locate and attract
customers for its automobiles. Many competitors in
the automobile industry have greater experience,
resources, and managerial capabilities than the
Company and may be in a better position than the
Company to obtain access to attractive clientele.
There are a number of larger companies which will
directly compete with the Company. Such competition
could have a material adverse effect on the Company'
profitability or viability.
Influence of Other External Factors.
In the search for a suitable conversion company for
the automobiles to be purchased by the Company, the
Company may not be able to conclude a contract with
any such firm, or on terms acceptable to the Company.
As a result, the Company would not be able to proceed
to convert the cars until such a contract is secured
or the Company is able to the conversion itself.
This could entail substantial additional time and
expense on the part of the Company during this
process.
Despite current production and availability of
Volkswagen Bugs from the Mexican plant, there may not
be an adequate supply in the future or such supply
may be interrupted by many factors, such as labor or
parts shortages. Any such delay or interruption in
supply could have an adverse affect on the ability of
the Company to meet demand and become profitable.
In addition to the above factors, the automobile
industry in general is a speculative venture
necessarily involving some substantial risk. There is
no certainty that the expenditures to be made by the
Company will result in commercially profitable
business. The marketability of its automobiles will
be affected by numerous factors beyond the control of
the Company. These factors include market
fluctuations, and the general state of the economy
(including the rate of inflation, and local economic
conditions), which can affect peoples' discretionary
spending. Factors which leave less money in the
hands of potential customers of the Company will
likely have an adverse effect on the Company. The
exact effect of these factors cannot be accurately
predicted, but the combination of these factors may
result in the Company not receiving an adequate
return on invested capital.
Regulatory Factors.
Although LAI does guarantee under its contract
to obtain the SVM license with three to six months
from the date of commencement of work, there is no
guarantee that it will be timely obtained or could be
delayed by presenting unanticipated factors. In
addition, possible future consumer legislation,
regulations and actions could cause additional
expense, capital expenditures, restrictions and
delays in the activities undertaken in connection
with the party planning business, the extent of which
cannot be predicted. The exact affect of such
legislation cannot be predicted until it is proposed.
Reliance on Management.
The Company's success is dependent upon the hiring of
key administrative personnel. Although these
personnel have contributed approximately 400 hours to
date in the organizational phases of the Company,
none of the officers or directors, or any of the
other key personnel, has any employment or non-
competition agreement with the Company. Therefore,
there can be no assurance that these personnel will
remain employed by the Company. Should any of these
individuals cease to be affiliated with the Company
for any reason before qualified replacements could be
found, there could be material adverse effects on the
Company's business and prospects. In addition,
management has no experience is managing companies in
the same business as the Company.
In addition, all decisions with respect to the
management of the Company will be made exclusively by
the officers and directors of the Company. Investors
will only have rights associated with minority
ownership interest rights to make decision which
effect the Company. The success of the Company, to a
large extent, will depend on the quality of the
directors and officers of the Company. Accordingly,
no person should invest in the Shares unless he is
willing to entrust all aspects of the management of
the Company to the officers and directors.
Lack of Diversification.
The size of the Company makes it unlikely that the
Company will be able to commit its funds to diversify
the business until it has a proven track record, and
the Company may not be able to achieve the same level
of diversification as larger entities engaged in this
type of business.
Conflicts of Interest.
The officers and directors have other interests to
which they devote time, either individually or
through partnerships and corporations in which they
have an interest, hold an office, or serve on boards
of directors, and each will continue to do so
notwithstanding the fact that management time may be
necessary to the business of the Company. As a
result, certain conflicts of interest may exist
between the Company and its officers and/or directors
which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the
area of corporate opportunities which cannot be
resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved
only through exercise by the directors of such
judgment as is consistent with their fiduciary duties
to the Company. It is the intention of management,
so as to minimize any potential conflicts of
interest, to present first to the Board of Directors
to the Company, any proposed investments for its
evaluation.
Investment Valuation Determined by the Board of
Directors.
The Company's Board of Directors is responsible for
valuation of the Company's investments. There are a
wide range of values which are reasonable for an
investment for the Company's services. Although the
Board of Directors can adopt several methods for an
accurate evaluation, ultimately the determination of
fair value involves subjective judgment not capable
of substantiation by auditing standards. Accordingly,
in some instances it may not be possible to
substantiate by auditing standards the value of the
Company's investments. The Company's Board of
Directors will serve as the valuation committee,
responsible for valuing each of the Company's
investments. In connection with any future
distributions which the Company may make, the value
of the securities received by investors as determined
by the Board may not be the actual value that the
investors would be able to obtain even if they sought
to sell such securities immediately after a
distribution. In addition, the value of the
distribution may decrease or increase significantly
subsequent to the distributee shareholders' receipt
thereof, notwithstanding the accuracy of the Board's
evaluation.
Forward-Looking Statements.
This Registration Statement contains "forward
looking statements" within the meaning of Section 27A
of the Act, and Section 21E of the Securities Act of
1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995,
including statements regarding, among other items,
the Company's business strategies, continued growth
in the Company's markets, projections, and
anticipated trends in the Company's business and the
industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-
looking statements. These forward-looking statements
are based largely on the Company's expectations and
are subject to a number of risks and uncertainties,
certain of which are beyond the Company's control.
The Company cautions that these statements are
further qualified by important factors that could
cause actual results to differ materially from those
in the forward looking statements, including those
factors described under "Risk Factors" and elsewhere
herein In light of these risks and uncertainties,
there can be no assurance that the forward-looking
information contained in this Prospectus will in fact
transpire or prove to be accurate. All subsequent
written and oral forward-looking statements
attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by
this section.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many
computerized systems use two digits rather than four
to identify a year. Date sensitive systems may
recognize the year 2000 as 1900 or some other date,
resulting in errors when information using the year
2000 date is processed. In addition, similar
problems may arise in some systems which use certain
dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be
experienced before, on, or after January 1, 2000, and
if not addressed, the impact on operations and
financial reporting may range from minor errors to
significant system failure which could affect the
Company's ability to conduct normal business
operations. This creates potential risk for all
companies, even if their own computer systems are
Year 2000 compliant. It is not possible to be
certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the
efforts of customers, suppliers, or other third
parties, will be fully resolved.
The Company currently believes that its systems are
Year 2000 compliant in all material respects, its
current systems and products may contain undetected
errors or defects with Year 2000 date functions that
may result in material costs. Although management is
not aware of any material operational issues or costs
associated with preparing its internal systems for
the Year 2000, the Company may experience serious
unanticipated negative consequences (such as
significant downtime for one or more of its
suppliers) or material costs caused by undetected
errors or defects in the technology used in its
internal systems. Furthermore, the purchasing
patterns of consumers may be affected by Year 2000
issues. The Company does not currently have any
information about the Year 2000 status of its
potential material suppliers. The Company's Year
2000 plans are based on management's best estimates.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company currently owns approximately $25,000
in general office equipment and furniture.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
The following table sets forth information regarding
the beneficial ownership of shares of the Company's
Common Stock as of September 30, 1999 (5,000,000
issued and outstanding) by (i) all stockholders known
to the Company to be beneficial owners of more than
5% of the outstanding Common Stock; and (ii) all
officers and directors of the Company (each person
has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by
them):
Title of Name and Address Amount of Percent of
Class of Beneficial Owner Beneficial Class
Ownership (2)
Common Brad Randolph 1,500,000 30%
Stock 4502 East Karen
Drive, Phoenix,
Arizona 85032
Common Anoop Pittalwala 175,000 3.5%
Stock 11931 North 69th
Avenue, Glendale,
Arizona 85308
Common Shares of all 1,675,000 33.5%
Stock directors and
executive officers
as a group (2
persons)
ITEM 5. DIRECTORS, OFFICERS, PROMOTERS, AND CONTROL
PERSONS.
The names, ages, and respective positions of the
directors and officers of the Company are set forth
below. These persons have held their respective
positions since May 20, 1999. There are no other
persons which can be classified as a promoter or
controlling person of the Company.
(a) Brad Randolph, President/Secretary/Director.
Mr. Randolph, age 40, received his Bachelor of
Science degree in 1983 from Kent State University,
Kent, Ohio. From June 1994 to May 1999, he was
employed as a Vice President and Operations Manager
of Shakti Investments, Ltd. Shakti Investments, Inc.
is an international investment, import/export, and
trading company based in Phoenix, Arizona. Mr.
Randolph's principal responsibilities included the
research, qualification and negotiation of new
business opportunities internationally. In this
position, he gained extensive experience. with the
planning, coordination and regulatory compliance
required for the import and export of commodities
with the U.S. and with several foreign countries.
For the period of October 1988 to May 1994, Mr.
Randolph served as the President/co-founder of
EyeLevel, Inc. At the time, EyeLevel, Inc. was the
nations highest volume promotional sunglass
manufacturing company. Mr. Randolph secured
exclusive rights for North America from Avery
International, now Avery Dennison, to utilize a
patented printing technology for EyeLevel, Inc. His
responsibilities at this firm included the
administration, marketing, and distribution for the
company's two largest product groups, licensed
products and national promotions. The Licensed
Product group acquired licenses from The National
Football League, Major League Baseball, The National
Basketball Association, and over 60 colleges and
universities throughout the United States. Mr.
Randolph personally developed a distribution network
for this company that covered all major markets
utilizing major retailers like Wal-Mart, Kmart, J.C.
Penny Company, as well as numerous grocery chains.
The promotional group developed and implemented
successful national campaigns for Pepsi Cola, The
National Football League, and America West Airlines.
(b) Anoop Pittalwala, Vice President/Treasurer/Director
Mr. Pittalwala, age 42, earned his Bachelor of
Science Degree in Mechanical Engineering in 1981 from
University of British Columbia. From 1997 to May
1999, he served as President/Director of Shatki
Investments, Inc., the same firm that employed Mr.
Randolph. In this position, Mr. Pittalwala performed
executive level management and administration of
diverse business, trading, and investment activities.
He was involved in the promotion, marketing, and
penetration of international markets through the
trade of commodities, consumer products, and
financial instruments. Mr. Pittalwala also
successfully coordinated the complete start-up of
this company and negotiated and secured contracts
with other international and domestic client base.
For the period of 1985 to 1997, Mr. Pittalwala
was employed as a Senior Vice President/Director of
Geepe Holdings, Inc./Pacific Homes Inc., a firm
specializing in single and multi-family housing
developments. In this position, he directed and
supervised product marketing, financial management
and new product development functions for the entire
organization. Mr. Pittalwala also sourced and
secured financing, maintained financial and internal
controls, managed cash flow and collection
procedures, and supervised the complete construction
of all projects from groundbreaking to completion.
He also successfully developed and launched effective
advertising and marketing campaigns.
ITEM 6. EXECUTIVE COMPENSATION.
(a) Other than Brad Randolph, the President of the
Company, no other officer or director of the Company
is receiving any remuneration at this time. Mr.
Randolph is currently receiving a salary of $5,000.00
per month.
(b) There are no annuity, pension or retirement
benefits proposed to be paid to officers, directors,
or employees of the corporation in the event of
retirement at normal retirement date pursuant to any
presently existing plan provided or contributed to by
the corporation or any of its subsidiaries.
(c) No remuneration is proposed to be in the future
directly or indirectly by the corporation to any
officer or director under any plan which is presently
existing.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
Other than as set forth in this Item 7, there are no
relationships, transactions, or proposed transactions
to which the registrant was or is to be a party, in
which any of the named persons set forth in Item 404
of Regulation SB had or is to have a direct or
indirect material interest.
(a) Loans by Principals.
As indicated under Description of Business, the
two principals of the Company, have each loaned the
Company $150,000. Each of these loans is evidenced
by a promissory note dated June 11, 1999 and bearing
interest at a rate equal to the prime rate as
announced by the Wall Street Journal as of the last
business day prior to the first day of each calendar
quarter and adjusted as of the first day of each
calendar quarter during the term of the promissory
note. Under the terms of the promissory notes, the
entire outstanding principal balance, together with
all accrued and unpaid interest, shall be due and
payable in full not later than the Maturity Date,
which is two years from the date of the promissory
note.
Under the terms of the promissory notes,
the principals may, at their option and at any time
and from time to time, convert all or any portion of
the then outstanding principal amount and accrued
interest hereunder into that number of fully paid and
nonassessable Shares equal to the amount of the then
outstanding principal amount as of the date of
conversion divided by one-quarter of one dollar
($0.25). The principals may exercise this option an
more than one occasion, so long as there still
remains an outstanding principal balance under the
promissory notes.
In case of any reorganization or recapitalization of
the Company (by reclassification of its outstanding
Shares or otherwise), or its consolidation or merger
with or into another corporation, the principals will,
upon conversion, be entitled to receive the shares of
stock, cash or other consideration which they would
receive upon such reorganization, recapitalization,
consolidation or merger if immediately prior thereto
the conversion had occurred and the principals had
exchanged the Shares in accordance with the terms of such
reorganization, recapitalization, consolidation or
merger.
(b) Office Space.
The Company neither owns nor leases any real or
personal property. Mr. Randolph provides office
space to the Company without charge.
ITEM 8. DESCRIPTION OF SECURITIES.
General Description.
The Articles of Incorporation authorize the issuance
of 50,000,000 shares of common stock, with a par
value of $0.001. The holders of the Shares: (a) have
equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the
Board of Directors of the Company; (b) are entitled
to share ratably in all of the assets of the Company
available for distribution upon winding up of the
affairs of the Company; (c) do have preemptive rights
to purchase in new issues of Shares; and (d) are
entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all
meetings of shareholders. These securities do not
have any of the following rights: (a) cumulative or
special voting rights; (b) preference as to dividends
or interest; (c) preference upon liquidation; or (d)
any other special rights or preferences. In
addition, the Shares are not convertible into any
other security. There are no restrictions on
dividends under any loan other financing arrangements
or otherwise. See a copy of the Articles of
Incorporation, and an amendment thereto, and Bylaws
of the Company, attached as Exhibits to this Form 10-
SB. As of the date of this Form 10-SB, the Company
had 5,000,000 shares of common stock issued and
outstanding. There are no preferred shares
authorized in the Articles of Incorporation.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the Company
do not have cumulative voting rights, which means
that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so
choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Company's
directors.
Dividends.
The Company does not currently intend to pay cash
dividends. The Company's proposed dividend policy is
to make distributions of its revenues to its
stockholders when the Company's Board of Directors
deems such distributions appropriate. Because the
Company does not intend to make cash distributions,
potential shareholders would need to sell their
shares to realize a return on their investment. There
can be no assurances of the projected values of the
shares, nor can there be any guarantees of the
success of the Company.
A distribution of revenues will be made only when, in
the judgment of the Company's Board of Directors, it
is in the best interest of the Company's stockholders
to do so. The Board of Directors will review, among
other things, the investment quality and
marketability of the securities considered for
distribution; the impact of a distribution of the
investee's securities on its customers, joint venture
associates, management contracts, other investors,
financial institutions, and the company's internal
management, plus the tax consequences and the market
effects of an initial or broader distribution of such
securities.
Possible Anti-Takeover Effects of Authorized but
Unissued Stock.
The Company's authorized but unissued capital
stock consists of 45,000,000 Shares of common stock.
One effect of the existence of authorized but
unissued capital stock may be to enable the Board of
Directors to render more difficult or to discourage
an attempt to obtain control of the Company by means
of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of
the Company's management. If, in the due exercise of
its fiduciary obligations, for example, the Board of
Directors were to determine that a takeover proposal
was not in the Company's best interests, such shares
could be issued by the Board of Directors without
stockholder approval in one or more private
placements or other transactions that might prevent,
or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other
rights of the proposed acquiror or insurgent
stockholder or stockholder group, by creating a
substantial voting block in institutional or other
hands that might undertake to support the position of
the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the
takeover, or otherwise.
Transfer Agent.
The Company has engaged the services of Alphatech
Stock Transfer, Inc., 4505 South Wassach Boulevard,
Suite 205, Salt Lake City, Utah 84124, to act as
transfer agent and registrar for the Company.
PART II.
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
The Company's Shares are traded in the Over-the-
Counter Bulletin Board (symbol CRRZ) and the range of
closing bid prices shown below is as reported by this
market. The quotations shown reflect inter-dealer
prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual
transactions.
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 1999
High Low
First Quarter 1.375 0.125
Second Quarter 0.8125 0.07
Third Quarter 0.6875 0.19
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 1998
High Low
Second Quarter* 3.375 3.00
Third Quarter 4.00 2.50
Fourth Quarter 3.00 1.00
* The Shares commenced trading on the Bulletin Board
on June 15, 1998.
(b) Holders of Common Equity.
As of September 24, 1999, there were 33 shareholders
of record of the Company's common stock.
(c) Dividends.
The Company has not declared or paid a cash dividend
to stockholders since it became a "C" corporation on
November 23, 1993. The Board of Directors presently
intends to retain any earnings to finance Company
operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of
cash dividends in the future will depend upon the
Company's earnings, capital requirements and other
factors.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any material pending
legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been
threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS.
From the formation of the Company in 1993 and up
to the present time, the principal independent
accountant for the Company has neither resigned (or
declined to stand for reelection) nor been dismissed.
The independent accountant for the Company is Barry
L. Friedman, 1582 Tulita Drive, Las Vegas, Nevada
89123.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No director of the Company will have personal
liability to the Company or any of its stockholders
for monetary damages for breach of fiduciary duty as
a director involving any act or omission of any such
director since provisions have been made in the
Articles of Incorporation limiting such liability.
The foregoing provisions shall not eliminate or limit
the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a
knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the
payment of dividends in violation of Section 78.300
of the Nevada Revised Statutes or, (v) for any
transaction from which the director derived an
improper personal benefit.
The By-laws provide for indemnification of the
directors, officers, and employees of the Company in
most cases for any liability suffered by them or
arising out of their activities as directors,
officers, and employees of the Company if they were
not engaged in willful misfeasance or malfeasance in
the performance of his or her duties; provided that
in the event of a settlement the indemnification will
apply only when the Board of Directors approves such
settlement and reimbursement as being for the best
interests of the Corporation. The Bylaws, therefore,
limit the liability of directors to the maximum
extent permitted by Nevada law (Section 78.751).
The officers and directors of the Company are
accountable to the Company as fiduciaries, which
means they are required to exercise good faith and
fairness in all dealings affecting the Company. In
the event that a shareholder believes the officers
and/or directors have violated their fiduciary duties
to the Company, the shareholder may, subject to
applicable rules of civil procedure, be able to bring
a class action or derivative suit to enforce the
shareholder's rights, including rights under certain
federal and state securities laws and regulations to
recover damages from and require an accounting by
management.. Shareholders who have suffered losses
in connection with the purchase or sale of their
interest in the Company in connection with such sale
or purchase, including the misapplication by any such
officer or director of the proceeds from the sale of
these securities, may be able to recover such losses
from the Company.
PART F/S.
An Audited Financial Statement, as of December
31, 1998, is set forth in Exhibit 13.1 to this Form
10-SB. An Interim Unaudited Financial Statement, as
of June 30, 1999, is set forth in Exhibit 13.2 to
this Form 10-SB.
PART III.
ITEMS 1 and 2. INDEX TO EXHIBITS; DESCRIPTION OF
EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B,
and an index thereto, are attached.
SIGNATURES
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the Registrant
caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorized.
NOSTALGIA MOTORCARS, INC.
Date: September 30, 1999. By:/s/Brad Randolph
Brad Randolph, President
Special Power of Attorney
The undersigned constitute and appoint Brad Randolph
their true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name,
place, and stead, in any and all capacities, to sign
any and all amendments, including post-effective
amendments, to this Form 10-SB Registration
Statement, and to file the same with all exhibits
thereto, and all documents in connection therewith,
with the U.S. Securities and Exchange Commission,
granting such attorney-in-fact the full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Exchange Act of 1934, this registration statement has
been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/Brad Randolph
Brad Randolph President, Secretary, September 30, 1999
Director
/s/Anoop Pittalwala Directors September 30, 1999
Anoop Pittalwala
EXHIBIT INDEX
Exhibit Description Method of
Number Filing
3.1 Articles of Incorporation See Below
3.2 Certificate of Amendment of
Articles of Incorporation See Below
3.3 Bylaws See Below
10.1 Agreement to Provide Services for
Certification See Below
10.2 Promissory Note (Brad Randolph) See Below
10.3 Promissory Note (Anoop Pittalwala) See Below
13.1 Audited Financial Statements See Below
13.2 Interim Unaudited Financial
Statements See Below
24 Special Power of Attorney See
Signature
Page
27 Financial Data Schedule See Below
ARTICLES OF INCORPORATION
OF
AMEXAN INC.
Know all men by these present;
That the undersigned, have this day voluntarily
associated ourselves together for the purpose of
forming a corporation under and pursuant to the
provisions of Nevada Revised Statutes 78.010 to
Nevada Revised Statues 78.090 inclusive, as amended,
and certify that:
1. The name of this corporation is:
Amexan, Inc.
2. Offices for the transaction of any business of
the Corporation, and where meetings of the Board of
Directors and of Stockholders may be held, may be
established and maintained in any part of the State
of Nevada, or in any other state, territory, or
possession of the United States.
3. The nature of the business is to engage in any
lawful activity.
4. The Capital Stock shall consist of 50,000,000
shares of common stock, $0.001 par value.
5. The members of the governing board of the
Corporation shall be styled directors, of which there
shall be no less than 1. The Directors of this
Corporation need not be stockholders. The first
Board of Directors is: Raymond Girard, whose address
is 1700 E. Desert Inn Rd,, Suite 100, Las Vegas, NV
89109.
6. This corporation shall have perpetual existence.
7. This Corporation shall have a president, a
secretary, a treasurer, and a resident agent, to be
chosen by the Board of Directors, any person may hold
two or more offices.
8. The resident agent of this Corporation shall be
Raymond Girard, 1700 E. Desert Inn Rd., Suite 100,
Las Vegas, NV 89109.
9. The Capital Stock of the Corporation, after the
fixed consideration thereof has been paid or
performed, shall not be subject to assessment, and
the individual liable for the debts and, liabilities
of the Corporation, and the Articles of Incorporation
shall never be amended as the aforesaid provisions.
10. No director or officer of the Corporation shall
be personally liable to the Corporation of any of its
stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or
omission of any such director or officer provided,
however, that the foregoing provision shall not
eliminate or limit the liability of a director or
officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article of the
Stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation
on the personal liability of a director of officer of
the Corporation for acts or omissions prior to such
repeal or modification.
11. Except to the extent limited or denied by Nevada
Revised Statutes 78.265 Shareholders have a
preemptive right to acquire unissued shares, treasury
shares or securities convertible into such shares, of
this corporation.
I, the undersigned, being the incorporator herein
above named for the purpose of forming a corporation
pursuant to the general corporation law of the State
of Nevada, do make and file these Articles of
Incorporation, hereby declaring and certifying that
the facts within stated are true, and accordingly
have hereunto set my hand this 28th day of October,
1993.
/s/Raymond Girard
Raymond Girard
1700 E. Desert Inn Rd., Suite 100 Las Vegas, NV 89109
State of NEVADA
County of CLARK
On 28 October, 1993, personally appeared before me, a
notary public, personally known to me to be the
person whose name is subscribed to the above
instrument who acknowledged that he/she executed the
instrument.
/s/
Signature
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Amexan, Inc., 1, Raymond Girard,
with address at: 1700 E. Desert inn Rd., Suite 100,
City of Las Vegas, County of Clark, State of Nevada
89109, hereby accept appointment as Resident Agent of
the above-entitled corporation in accordance with NRS
78.090. FURTHERMORE, that the principal office in
this State is located at 1700 E. Desert Inn Rd-,
Suite 100, City of Las Vegas, County of Clark, State
of Nevada 89109.
IN WITNES S WHEREOF, I have hereunto set my hand this
28th day of October, 1993.
/s/Raymond Girard
Raymond Girard
NRS 78.090. Except any period of vacancy described
in NRS 78.097, every corporation shall have a
resident agent, who may either a natural person or a
corporation, resident or located in this state, in
charge of its principal office. The resident agent
may be any bank or banking corporation, or other
corporation, located and doing business in this
state. The certificate of acceptance must be filed
at the time of the initial filing of the corporate
papers.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF AMEXAN, INC.
We the undersigned, Douglas Ansell
(President/Director) and Bruce N. Barton
(Secretary/Director) of the Corporation de hereby
certify:
That the Board of Directers of the Corporation at a
meeting duly convened and held on the first day of
June 1998, adopted a resolution to amend the original
articles as follows:
Article 1 is hereby amended to read as follows:
The name of the Corporation is "Nostalgia
Motorcars, Inc."
The number of shares at the Corporation outstanding
and entitled to vote on an amendment to the Articles
of Incorporation are 5,000,000; that the said change
and amendment has been consented to and approved by a
majority vote of the stockholders holding at least a
majority of each class of stock outstanding and
entitled to vote thereon.
/s/ Douglas Ansell /s/Bruce Barton
Douglas Ansell, President Bruce Barton, Secretary
Verification
State Of Nevada
SS
County Of Clark
The undersigned Notary Public certified,
deposes, and states that: Bruce Barton and Douglas
Ansell personally appeared before me and executed the
foregoing on behalf of the Corporation as its
President and Secretary, respectively, this first day
of June 1998.
By: /s/___________________________
Notary Public in and for said
County and State
BYLAWS OF NOSTALGIA MOTORCARS, INC.
Article I: Offices
The principal office of Nostalgia Motorcars,
Inc. ("Corporation") in the State of Arizona shall be
located in Phoenix, County of Maricopa. The
Corporation may have such other offices, either
within or without the State of Nevada, as the Board
of Directors my designate or as the business of the
Corporation my require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of
the shareholders shall be held on the last Thursday
of November of each year, or on such other date
during the calendar year as may be designated by the
Board of Directors. If the day fixed for the annual
meeting shall be a legal holiday in the State of
Nevada, such meeting shall be held on the next
succeeding business day. If the election of
Directors shall be held on the day designated herein
for any annual meeting of the shareholders or at any
adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently
may be.
Section 2. Special Meetings. Special meetings of
the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the
President or by the Board of Directors, and shall be
called by the President at the request of the holders
of not less than fifty percent (50%) of all the
outstanding shares of the Corporation entitled to
vote at the meeting.
Section 3. Place of Meeting. The Board of Directors
my designate any place, either within our without the
State of Nevada, unless otherwise prescribed by
statute, as the place of meeting for any annual
meeting or for any special meeting. A waiver of
notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within our
without the State of Nevada, unless otherwise
prescribed by statute, as the place for the holding
of such meeting. If no designation is made, the
place of meeting shall be the principal office of the
Corporation.
Section 4. Notice of Meeting. Written notice
stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes
for which the meeting is called, shall unless
otherwise prescribed by statute, be delivered not
less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each shareholder
of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered
when deposited in the United States Mail, addressed
to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any
dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board
of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated
period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least fifteen (15)
days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of
Directors may fix in advance a date as the record
date for any such determination of shareholders, such
date in any case to be not more than thirty (30) days
and, in case of a meeting of shareholders, not less
than ten (10) days, prior to the date on which the
particular action requiring such determination of
shareholders is to be taken. If the stock transfer
books are not closed and no record date is fixed for
the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the
Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date
for such determination of shareholders. When a
determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in
this section, such determination shall apply to any
adjournment thereof.
Section 6. Voting Lists. The officer or agent
having charge of the stock transfer books for shares
of the Corporation shall make a complete list of
shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the
number of shares held by each. Such lists shall be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for
the purposes thereof.
Section 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at
a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business
may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders
present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less
than a quorum.
Section 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by
his or duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary of the Corporation
before or at the time of the meeting. A meeting of
the Board of Directors my be had by means of
telephone conference or similar communications
equipment by which all persons participating in the
meeting can hear each other, and participation in a
meeting under such circumstances shall constitute
presence at the meeting.
Section 9. Voting of Shares by Certain Holders.
Shares standing in the name of another Corporation
may be voted by such officer, agent or proxy as the
Bylaws of such Corporation may prescribe or, in the
absence of such provision, as the Board of Directors
of such Corporation may determine.
Shares held by an administrator, executor, guardian
or conservator my be voted by him either in person or
by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may
be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under
the control of a receiver may be voted by such
receiver without the transfer thereof into his name,
if authority to do so be contained in an appropriate
order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly, at any
meeting, and shall not be counted in determining the
total number of outstanding shares at any given time.
Section 10. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be
taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter
thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs
of the Corporation shall be managed by its Board of
Directors.
Section 2. Number, Tenure and Qualifications. The
number of Directors of the Corporation shall be fixed
by the Board of Directors, but in no event shall be
less than one (1). Each Director shall hold office
until the next annual meeting of shareholder and
until his successor shall have been elected and
qualified.
Section 3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other
notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
The Board of Directors may provide, by resolution,
the time and place for the holding of additional
regular meetings without notice other than such
resolution.
Section 4. Special Meetings. Special meetings of
the Board of Directors may be called by or at the
request of the President or any two Directors. The
person or persons authorized to call special meetings
of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto
by written notice delivered personally or mailed to
each Director at his business address, or by
telegram. If mailed, such notice shall be deemed to
be delivered when deposited in the United Sates mail
so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered
to the telegraph company. Any Directors may waive
notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is
not lawfully called or convened.
Section 6. Quorum. A majority of the number of
Directors fixed by Section 2 of the Article III shall
constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a
majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the
majority of the Directors present at a meeting at
which a quorum is present shall be the act of the
Board of Directors.
Section 8. Action Without a Meeting. Any action
that may be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken,
shall be signed before such action by all of the
Directors.
Section 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors, unless
otherwise provided by law. A Director elected to
fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any Directorship
to be filled by reason of an increase in the number
of Directors may be filled by election by the Board
of Directors for a term of office continuing only
until the next election of Directors by the
shareholders.
Section 10. Compensation. By resolution of the
Board of Directors, each Director may be paid his
expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated
salary as a Director or a fixed sum for attendance at
each meeting of the Board of Directors or both. No
such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving
compensation thereof.
Section 11. Presumption of Assent. A Director of
the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered
in the minutes of the meeting or unless he shall file
his written dissent to such action with the person
acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director
who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other
officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled
for any such period as it may determine any office
except those of President and Secretary. Any two or
more offices may be held by the same person.
Officers may be Directors or shareholders of the
Corporation.
Section 2. Election and Term of Office. The
officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the
Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the
shareholders. If the election of officers shall not
be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall
have been duly elected and shall have qualified, or
until his death, or until he shall resign or shall
have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its
judgement, the best interests of the Corporation will
be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an
officer or agent shall not of itself create contract
rights, and such appointment shall be terminable at
will.
Section 4. Vacancies. A vacancy in any office
because of death, resignation, removal,
disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the
term.
Section 5. President. The President shall be the
principal executive officer of the Corporation and,
subject to the control of the Board of Directors,
shall in general supervise and control all of the
business and affairs of the Corporation. He shall,
when present, preside at all meetings of the
shareholders and of the Board of Directors, unless
there is a Chairman of the Board, in which case the
Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of
Directors, certificates for shares of the
Corporation, any deed, mortgages, bonds, contract, or
other instruments which the Board of Directors has
authorized to be executed, except in cases where the
signing and execution thereof shall be expressly
delegated by the Board of Directors or by there
Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall
perform all duties incident to the office of
President and such other duties as may be prescribed
by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the
President or in the event of his death, inability or
refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall
have all the powers of and be subject to all the
restrictions upon the President. The Vice President
shall perform such other duties as from time to time
may be assigned to him by the President or by the
Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the
duties of the President in order of rank as
determined by the Board of Directors. If no such
rank has been determined, then each Vice President
shall succeed to the duties of the President in order
of date of election, the earliest date having the
first rank.
Section 7. Secretary. The Secretary shall: (a)
keep the minutes of the Board of Directors in one or
more minute books provided for the purpose; (b) see
that all notices are duly given in accordance with
the provisions of the Bylaws or as required by law;
(c) be custodian of the corporate records and of the
seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under
its seal is duly authorized; (d) keep a register of
the post office address of each shareholder which
shall be furnished to the Secretary by such
shareholder; (e) sign with the President
certificates for share of the Corporation, the
issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties
incident to the office of the Secretary and such
other duties as from time to time may be assigned to
him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a)
have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive
and give receipts for moneys due and payable to the
Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with
the provisions of Article VI of these Bylaws; and (c)
in general perform all of the duties incident to the
office of Treasurer and such other duties as from
time to time may be assigned to him by the President
or by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum
and with such sureties as the Board of Directors
shall determine.
Section 9. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he
is also a Director of the Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this
Article, "Indemnitee" shall mean each Director or
Officer who was or is a party to, or is threatened to
be made a party to, or is otherwise involved in, any
Proceeding (as hereinafter defined), by reason of the
fact that he or she is or was a Director or Officer
of this Corporation or is or was serving in any
capacity at the request of this Corporation as a
Director, Officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another
corporation, partnership, joint venture, trust, or
other enterprise. The term "Proceeding" shall mean
any threatened, pending or completed action or suit
(including, without limitation, an action, suit or
proceeding by or in the right of this Corporation),
whether civil, criminal, administrative or
investigative.
Section 2. Indemnification. Each Indemnitee shall
be indemnified and held harmless by this Corporation
for all actions taken by him or her, and for all
omissions (regardless of the date of any such action
or omission), to the fullest extent permitted by
Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees,
judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any
Proceeding. Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to
be a Director or Officer and shall inure to the
benefit of his or her heirs, executors and
administrators. This Corporation may, by action of
its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as
though they were Indemnitees. The rights to
indemnification as provided in this Article shall be
non-exclusive of any other rights that any person may
have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or Directors,
or otherwise.
Section 3. Financial Arrangements. This Corporation
may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is
or was a Director, Officer, employee or agent of this
Corporation, or is or was serving at the request of
this Corporation in such capacity for another
corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against
him or her and liability and expenses incurred by him
or her in such capacity, whether or not this
Corporation has the authority to indemnify him or her
against such liability and expenses.
The other financial arrangements which may be
made by this Corporation may include, but are not
limited to, (a) creating a trust fund; (b)
establishing a program of self-insurance; (c)
securing its obligation of indemnification by
granting a security interest or other lien on any of
this Corporation's assets, and (d) establishing a
letter of credit, guarantee or surety. No financial
arrangement made pursuant to this section may provide
protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable for intentional
misconduct, fraud, or a knowing violation of law,
except with respect to advancing expenses or
indemnification ordered by a court. Any insurance or
other financial arrangement made on behalf of a
person pursuant to this section may be provided by
this Corporation or any other person approved by the
Board of Directors, even if all or part of the other
person's stock or other securities is owned by this
Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the
propriety of the terms and conditions of any
insurance or other financial arrangement made
pursuant to this section, and the choice of the
person to provide the insurance or other financial
arrangement is conclusive; and
(b) the insurance or other financial arrangement is not
void or voidable; does not subject any Director
approving it to personal liability for his action;
and even if a Director approving the insurance or
other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The
provisions of this Article relating to
indemnification shall constitute a contract between
this Corporation and each of its Directors and
Officers, which may be modified as to any Director or
Officer only with that person's consent or as
specifically provided in this section.
Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or
amendment of this Article which is adverse to any
Director or Officer shall apply to such Director or
Officer only on a prospective basis and shall not
limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act
occurring prior to the time of such repeal or
amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to
limit or reduce the indemnification in any manner
unless adopted by (a) the unanimous vote of the
Directors of this Corporation then serving, or (b)
the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have
retroactive effect inconsistent with the preceding
sentence.
Section 5. Nevada Law. References in this Article
to Nevada law or to any provision thereof shall be to
such law as it existed on the date these Bylaws were
adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement
of expenses which this Corporation may provide, the
rights to limited liability, to indemnification and
to the advancement of expenses provided in this
Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the
extent permitted by law; and (b) if such change
permits this Corporation, without the requirement of
any further action by stockholders or Directors, to
limit further the liability of Indemnitees or to
provide broader indemnification rights or rights to
the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability
thereupon shall be so limited and the rights to
indemnification and advancement of expenses shall be
so broadened to the extent permitted by law.
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may
authorize any office or officers, agent or agents, to
enter into any contract or execute and deliver any
instrument in the name of and on behalf of the
Corporation, and such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific
instances.
Section 3. Checks, Drafts, etc. All checks, drafts
or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation
not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such
banks, trust companies or other depositories as the
Board of Directors may select.
Article VII: Certificates for Shares and Their
Transfer
Section 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in
such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the
President and by the Secretary or by such other
officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate
seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The
name and address of the person to whom the shares
represented thereby are issued, with the number of
shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All
certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate
shall be issued until the former certificate for a
like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed
or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares
of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of
record thereof or by his legal representative, who
shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The
person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided,
however, that upon any action undertaken by the
shareholder to elect S Corporation status pursuant to
Section 1362 of the Internal Revenue Code and upon
any shareholders agreement thereto restricting the
transfer of said shares so as to disqualify said S
Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said
agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the
1st day of January and end on the 31st day of
December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its
outstanding shares in the manner and upon the terms
and condition provided by law and its Articles of
Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have
inscribed thereon the name of the Corporation and the
state of incorporation and the words "Corporate
Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or
Director of the Corporation under the provision of
the Articles of Incorporation or under the provisions
of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to
the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors
at any regular or special meeting of the Board of
Directors, or by the shareholder as any regular or
special meeting of the shareholders.
The above Bylaws are certified to have been adopted
by the Board of Directors of the Corporation on the
24th day of September, 1999.
/s/ Brad Randolph
Brad Randolph, Director
/s/ Anoop Pittalwala
Anoop Pittalawa, Director
Agreement to Provide Services for Certification
This agreement (the "Agreement") is entered into this
28th day of September, 1999, by and between LPC of
New York, Inc., a New York corporation ("LPC"), and
Nostalgia Motor Cars, Inc., a Nevada corporation
("NMCI") under the terms, covenants and conditions
set forth below.
WHEREAS, NMCI intends to manufacture/assemble, import
and sell into the United States new "old style"
Volkswagen Beetles manufactures in Mexico
("Vehicles"), and to do no in required by law to
conform the vehicles to National Highway Traffic
Safety Administration ("NHTSA") standards and further
obtain both Environmental Protection Agency ("EPA")
and California Air Resources Board (CARB)
Certificates of Conformance, and,
WHEREAS, LPC provides vehicle certification services
and operates a vehicle emissions testing laboratory
recognized by EPA and CARB as capable of performing
the necessary tests in accordance with respective
agency requirements.
NOW, THEREPORE, in consideration of terms, covenants
and conditions set forth below, as well as other good
and valuable consideration,, the adequacy and receipt
of which are hereby acknowledged, the parties hereto
agree as follows:
1. Governmental Compliance. LPC will submit
application for NMCI to obtain a Small Volume
Manufacturer's Status ("SVM"), allowing NMCI to
import into the United States up to 10,000 Vehicles
per year for retail sale and distribution. LPC
agrees to advise NMCI on such procedures as are
necessary for NMCI to obtain Certificates of
Conformance so that new "old style" Volkswagen
Beetles manufactured outside the United States can be
imported by NMCI as conforming vehicles, meeting the
safety standards of NHTSA and tailpipe emission
standards of EPA and CARB. At the completion of
compliance, all data, reports, analysis etc. will be
provided to NMCI to engage a facility or factory to
incorporate the parts, devices etc., that may be
necessary to incorporate into the base vehicle at a
cost not to exceed $1,600.00, so that the Vehicles
may enter the United States as conforming vehicles
for resale into the retail market complying with
current EPA, CARB and NHTSA standards.
2. Certification of Compliance with United States
Environmental Protection Agency and the California
Air Resources Board. LPC will conduct such testing
as are necessary to obtain a Certificate of
Conformance for Vehicles to meet EPA and CARB
requirements, including application necessary for
NMCI to obtain a SVM status, allowing NMCI to import
into the United States up to 10,000 Vehicles per year
for retail sale and distribution.
3. Vehicle Requirements from NMCI. NMCI will
provide LPC with at least, but not limited to, six
(6) Vehicles. LPC will schedule and supervise the
crash worthiness testing at a recognized independent
testing facility to ensure compliance with all
applicable federal motor vehicle safety standards.
Additional Vehicle(s), if necessary, will have less
than a total of 200 accumulated miles; Vehicle(s)
will be for the purposes of evaluating the base
Vehicle and its ability to be conformed to CARB and
EPA tail pipe emission standards.
4. Engineering and Emission Testing. LPC will
evaluate the Vehicle's emission and safety components
and provide scheduling and witnessing of the crash
worthiness of the Vehicle. The expense associated
with crash worthiness testing, and the Vehicles
required, are the sole responsibility of NMCI. If
engineering changes are required to comply the
Vehicle with NHTSA, EPA and CARB, the installation of
the engineering revisions to the Vehicles will solely
be the responsibility of NMCI. At the completion of
this evaluation phase, LPC will provide NMCI with all
engineering studies, data, and reports necessary to
fully describe the emissions systems so that the
Vehicles can be sold in the United States as
certified vehicles.
5. Mileage Accumulation (if necessary). It may be
required to perform mileage accumulation to obtain
Deterioration Factors ("DFa") to demonstrate the
durability of the emission control components used in
controlling tailpipe emissions. The mileage
accumulation may consist of emission testing at 5,000
mile intervals up to 120,000 miles. LPC will conduct
mileage accumulation and interval testing for an
additional fee. Such costs, if necessary, are not
included in the sums to be paid by NMCI pursuant to
Section 9 below.
6. Administrative Assistance by LPC. For a period
of one (1) year after the receipt of SVM status, and
Certificates of Conformance, if required, in writing
by NMCI, LPC shall provide. a necessary assistance in
data handling and administrative functions to assist
NMCI, in:
(a) Obtaining required recall and warranty insurance
contracts.
(b) In contracting with any necessary service
centers, all for the purpose of meeting CARB
requirements.
(c) Obtaining proper manufacturing liability
insurance.
(d) EPA Emission Warranties, to the extent
required by all applicable governments.
(e) The purchase of NHTSA safety warranties, to
the extent required by all applicable state and
federal governments, if necessary are not included in
the sums to be. paid by NMCI pursuant to Section 9
below.
7. Exclusivity Agreement. In consideration of
the payments to LPC of the amounts set forth
throughout this Agreement, LPC, agrees that neither
it, nor any affiliate, sister company, or any company
under common control (either wholly or in part) will
provide any testing, engineering, or certification
procedures relating to new "old style" Volkswagen
Beetles to be imported from outside the United States
by NMCI for any person or entity other than NMCI,
with NMCI's written consent ,which consent NMCI may
grant or withhold in its sole and absolute
discretion.
8. Scheduling for Phases. LPC will perform its
services under this Agreement pursuant to the
following schedule, providing the Agreement is
executed and the Nostalgia ehicles are provided by
the first week of October 1999:
Phase Description of Work to Be Performed Completion
Dates
Phase I Such administrative functions as are On or before
necessary to file for SVM status with Oct 31, 1999
the respective agencies
Phase II Such administrative functions as are On or before
necessary to proceed with the Oct 31, 1999
Certificates procedures
Phase III Complete emission testing for EPA and
CARB On or before
Nov 30, 1999
9. Payment Terms. Nostalgia shall pay LPC for its
work leading up to the completion of Phase III as
described above as follows:
(a) $75,000.00 within 72 hours of this
Agreement.
(b) $100,000.00 upon completion of Phase I and
II.
(c) Balance of $200,000 upon issuance of EPA and
CARB issuance of Certificate of Conformity.
(d) Although the parties hereto acknowledge
that the original crash tests on the Vehicles are
still available and valid, updated crash tests might
have to be conducted, which would entail an
additional cost to Nostalgia under this Agreement of
up to $175,000.
10. Representations of LPC. LPC hereby represents
and warrants to Nostalgia the following in order to
induce Nostalgia to enter into this Agreement:
(a) LPC is a New York corporation in good standing
and with full corporate authority to perform its
obligations under this Agreement.
(b) Neither the execution, delivery or
performance by LPC of this Agreement, conflicts with
or contravenes, or will conflict with or contravene,
any law, rule, regulation, judgment, order or decree
of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over
LPC or LPC's activities or properties, or conflict
with, or result in any default under any agreement or
instrument of any kind to which LPC is a party or by
which LPC or LPC's properties may be bound or
affected;
(c) This Agreement has been duly executed and
delivered by LPC and constitutes a legal, valid and
binding obligation of LPC enforceable against LPC in
accordance with its terms;
(d) There is no action, litigation or other
proceeding pending or, to LPC's best knowledge,
threatened against LPC before any court, arbitrator
or administrative agency, domestic or foreign, except
for the Lawsuit which may have an adverse effect on
LPC's assets, businesses, or financial condition or
which would prevent, hinder or jeopardize LPC's
performance under this Agreement; and,
(e) LPC is not a party to any contract,
agreement, indenture or instrument or subject to any
restriction which individually or in the aggregate
which might adversely affect LPC's financial
condition or businesses, or which would in any way
jeopardize the ability of LPC to perform hereunder.
(f) LPC is certified and recognized by the United
States Environmental Protection Agency and the
California Air Resources Board to perform various
emissions testing to the respective agencies'
standards.
(g) LPC has successfully provided vehicle
certification services for the past two decades to
vehicle manufacturers to meet the standards of the
NHTSA, the EPA and CARB, and its engineering work
related to its performance under this Agreement shall
meet the highest standards of its industry.
11. Modification of Units. The cost, not to exceed
$1600.00 per car, of the Structural Modifications and
the Emissions Modifications necessary to meet all
regulatory requirements, shall include the cost of
all parts, including, but not limited to the
following:
(a) Bumper modifications (If necessary)
(b) O.B. II Computer System
(c) Emission Vapor Canister
(d) Required temperature and pressure sensors
(e) Modified speedometer
(f) Warning lights and buzzers for seat belts,
parking brakes, etc.
(g) Proper labeling
(h) Door beams (If necessary)
(i) Dual air bags
12. Option to purchase LPC. Nostalgia will have the
irrevocable option to purchase 100% of LPC and its
related companies, for a period of six (6) months
from the date of this Agreement, on terms to be
mutually agreed upon.
13. Notices . All notices, waivers, demands,
requests and other communications required or
permitted by this Agreement (collectively,
"Notices"), to be effective, shall be in writing and
shall be given as follows by (a) personal delivery,
(b) established overnight commercial courier with
delivery charges prepaid or duly charged, (c)
registered or certified mail, return receipt
requested, first class postage prepaid, or (d) by
confirmed telefacsimile, confirming the date, time
and content of the transmittal:
if to Nostalgia: Brad Randolph, President
Nostalgia Motorcars, Inc.
4502 East Karen Drive
Phoenix, Arizona 85032
with a copy to: G. Peter Spiess, Esq.
Spiess & Short, P.C.
40 North Central Avenue,
Suite 1600
Phoenix, Arizona 85004
if to LPC: Peter DiBernardi
LPC of New York, Inc.
17 Trade Zone Drive
Ronkonkoma, New York 11779
or to any other address or addressee as any party
entitled to receive notice under this Agreement shall
designate, from time to time, by Notice given to the
others in the manner provided in this Article.
Notices thus given by personal delivery and by
confirmed telefacsimile shall be deemed to have been
received upon tender to the respective address set
forth above. Notices thus given by overnight courier
shall be deemed to have been received the next
business day after delivery to such overnight
commercial courier. Notices given by certified or
registered mail shall be deemed to have been received
on the third day after deposit into the United States
mail.
14. Right to Waive Conditions . Either party may
waive any of the terms or conditions of this
Agreement made for such party's benefit, provided
that such waiver is in a writing signed by the
waiving party. No waiver by any party of any
default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall
be deemed to apply or extend to any prior or
subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way
any rights arising by virtue of any prior or
subsequent such occurrence.
15. Binding Effect . This Agreement shall be
binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, legal
representatives, successors and assigns.
16. Partial Invalidity . If any term, covenant or
condition of this Agreement, or the application
thereof, to any person or circumstance shall be
invalid or unenforceable at any time or to any
extent, then the remainder of this Agreement, or the
application of such term, covenant or condition to
persons or circumstances other than those as to which
it is invalid or unenforceable, shall not be affected
thereby. Each term, covenant and condition of this
Agreement shall be valid and enforced to the fullest
extent permitted by law.
17. Entire Agreement . This Agreement contains the
entire agreement between the parties with respect to
the Assets and there are no promises, agreements,
conditions, undertakings, understandings, warranties,
covenants or representations, oral or written,
express or implied, between them with respect to the
Assets, this Agreement, or the transaction described
in this Agreement, other than as set forth in this
Agreement. This Agreement supersedes any other
agreement entered into between the parties, including
that certain "Agreement of LPC Inc. to Provide
Services for Certification" previously executed
between the parties (the "Prior Agreement"), which
the parties hereby agree is of no further force or
effect. The parties hereto hereby release any party
or persons from, and waive, any claims they may have
arising out of the Prior Agreement.
18. Modifications. This Agreement may not be
modified orally or in any manner other than by an
agreement in writing signed by all the parties or
their respective successors in interest.
19. Further Assurances. In addition to the
respective obligations required to be performed under
this Agreement, Seller and Buyer shall each perform
from time to time hereafter, such other acts, and
shall execute, acknowledge and/or deliver such other
instruments, documents and other materials, as may be
reasonably required in order to perform their
respective obligations under this Agreement. It is
understood and agreed that the foregoing provisions
shall not be deemed to require either party to
perform any of the obligations of the other.
20. No Third Party Beneficiaries. There shall be
no third party beneficiaries to this Agreement.
21. Headings. The headings used in this Agreement
are for reference and convenience only, and shall not
be considered in the interpretation of this
Agreement.
22. Plurality and Gender. Wherever in this
Agreement the singular number is used, the same shall
include the plural, and the masculine gender shall
include the feminine and neuter genders, and vice
versa, as the context shall require.
23. Governing Law. All questions with respect to
the construction of this Agreement and the rights and
liabilities of the parties under this Agreement shall
be determined in accordance with the laws of the
State of Arizona, without regard to the application
of choice of law principles, except to the extent
that such laws are superseded by federal law.
24. Time of Essence. Time is of the essence of
this Agreement.
25. Assignment. No party may assign either this
Agreement or any of its rights, interests, or
obligations hereunder without the prior written
approval of the other party.
26. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed an original but all of which together will
constitute one and the same instrument.
27. Attorney Fees for Breach. In the event that any
of the terms, conditions, obligations restrictions,
or provisions of this contract result in litigation
or arbitration, the prevailing party shall be
entitled to reasonable costs and attorney fees as
determined by a court of competent jurisdiction.
28. Construction. The parties have participated
jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties and
no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this
Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also
to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
The word "including" shall mean including without
limitation. The parties intend that each
representation, warranty, and covenant contained
herein shall have independent significance. If any
party has breached any representation, warranty, or
covenant contained herein in any respect, the fact
that there exists another representation, warranty,
or covenant relating to the same subject matter
(regardless of the relative levels of specificity)
which the party has not breached shall not detract
from or mitigate the fact that the party is in breach
of the first representation, warranty, or covenant.
29. No Agency. Neither the terms of this Agreement
nor the transaction contemplated hereby shall be
deemed or construed to give rise to any partnership,
joint venture, or agency relationship, and the
relationship of LPC to Nostalgia shall simply be that
of an independent contractor acting in accordance
with the terms of this Agreement. Neither party
shall have the right to bind the other to any
obligations not expressly set forth in this Agreement
nor with respect to any third parties.
30. Confidentiality. Both parties agree to keep the
terms and conditions of this agreement strictly
confidential, excepting for bonafide regulatory or
legal disclosure requirements.
In Witness Whereof, the parties have executed this
Agreement as of the first date set forth above.
Nostalgia Motorcars, Inc. LPC of New York, Inc.
By:/s/ Brad Randolph By:/s/ Perter DiBernardi
Brad Randolph, President Peter DiBernardi, President
PROMISSORY NOTE
$150,000.00 Phoenix, Arizona
June 11, 1999
1. FOR VALUE RECEIVED, Nostalgia
Motorcars, Inc., a Nevada corporation ("Maker"),
promises to pay to the order of Brad Randolph
(Holder"), at such address as Holder may from time to
time designate, on or before the Maturity Date as set
forth herein, the principal sum of One Hundred Fifty
Thousand and 00/100 Dollars ($150,000) ("Loan") plus
interest from the date hereof as computed below.
2. The Loan term shall commence on the date
set forth above ("Commencement Date") and shall
expire on the second anniversary date following the
Commencement Date ("Maturity Date").
3. The principal amount from time to time
outstanding shall bear simple interest from the
Commencement Date through the Maturity Date at a rate
equal to the prime rate as announced by the Wall
Street Journal as of the last business day prior to
the first day of each calendar quarter, and shall be
adjusted as of the first day of each calendar quarter
during the term of this promissory note ("Note")
until this Note is paid in full.
After an Event of Default (as hereinafter
defined), all past due principal and, to the extent
permitted by applicable law, interest upon this Note
shall bear interest at the rate per annum equal to
eighteen percent (18%) ("Default Rate").
4. Subject to Section 5 below, upon the
expiration of the term of this Note, whether as a
result of maturity, acceleration upon default,
permitted payment of the outstanding balance of this
Note, or otherwise, but in no event later than the
Maturity Date, the entire outstanding principal
balance under this Note, together with all accrued
and unpaid interest, shall be due and payable in
full.
5. (a) Notwithstanding any provision to the
contrary contained in this Note, Holder may, at its
option and at any time and from time to time, convert
all or any portion of the then outstanding principal
amount and accrued interest hereunder into that
number of fully paid and nonassessable shares
(Shares") of voting common stock in Maker, as such
shares shall be constituted at the date of conversion
("Common Stock), equal to the amount of the then
outstanding principal amount as of the date of
conversion divided by one-quarter of one dollar
($0.25). Holder may exercise this option an more
than one occasion, so long as there still remains an
outstanding principal balance under this Note.
(b) In case of any reorganization or
recapitalization of Maker (by reclassification of its
outstanding Common Stock, capital stock or
otherwise), or its consolidation or merger with or
into another corporation, Holder shall, upon
conversion, be entitled to receive the shares of
stock, cash or other consideration which the Holder
would receive upon such reorganization,
recapitalization, consolidation or merger if
immediately prior thereto the conversion had occurred
and Holder had exchanged the Shares of Common Stock
in accordance with the terms of such reorganization,
recapitalization, consolidation or merger.
6. All payments under this Note shall be applied in the
following order:
(a) first, to the payment of accrued and
unpaid interest on the principal outstanding balance;
and
(b) second, to the reduction of the outstanding
principal balance of this Note.
7. All amounts payable under this Note are payable
in lawful money of the United States. Maker shall
not be permitted to prepay any amount due hereunder
without the express written consent of Holder, which
consent may be granted or withheld in Holder's sole
and absolute discretion.
8. It is agreed that time is of the essence in the
performance of all obligations hereunder. An "Event
of Default" shall exist hereunder if any one or more
of the following events shall occur and be
continuing:
(a) Default in the payment of the
indebtedness evidenced by this Note or any other
agreement or instrument evidencing or securing this
Note or otherwise executed and delivered by Maker in
connection with the indebtedness evidenced by this
Note (collectively, of time, declaration,
acceleration, or otherwise;
(b) Default in the due and timely
perfonrance of any term, condition, or covenant
contained in the Loan Documents;
(c) The filing of an involuntary petition
under the United States Bankruptcy Code or any other
federal or state bankruptcy statute, as now in effect
or as hereafter amended, against Maker, or if Maker
shall allow the appointment of a receiver, trustee,
conservator or liquidator of all or any part of its
assets ("Assets"), or if any of the Assets be levied
upon by virtue of any execution, attachment, tax levy
or other writ, or if liens be filed against the
Assets, and such involuntary petition, appointment,
levy, or filing, as the case may be, shall not be
released, stayed, bonded or insured against in favor
of Maker, satisfied or vacated within one hundred
twenty (120) days after the occurrence thereof;
(d) The abandonment of all or any material part of
the Assets;
(e) The breach of any warranty, representation
or certification given in connection herewith, or
any Loan Document;
(f) The filing by Maker of a petition under the United
States Bankruptcy Code or any other federal or state
bankruptcy statute, as now in effect or as hereafter
amended, or if Maker shall make an assignment for the
benefit of its creditors or be unable, whether or not
admitted, to pay its debts as they become due;
(g) The filing of any foreclosure or
forfeiture proceeding with respect to any other lien
on the Assets, which foreclosure or forfeiture
proceeding is not dismissed or released within sixty
(60) days;
(h) The transfer of a material portion of
the Assets, voluntarily or involuntarily, in
violation of the terms of the Loan Documents;
(i) The failure of Maker to pay, before delinquent, any
taxes, assessments, fees, charges, expenses or encumbrances
created, levied, or assessed upon or relating to the Assets
(without any requirement for- notice by Maker that such payment
is due); or
(j) Any repudiation by Maker of any obligation hereunder or
under the Loan Documents.
Upon the occurrence of any Event of Default
or other default under any of the Loan Documents, the
Holder hereof may, at its option, declare the entire
unpaid balance of principal and accrued interest on
this Note to be immediately due and payable, and
foreclose all liens and security interests securing
payment thereof or any part hereof. Upon the
occurrence of any of the Events of Default, the
entire unpaid balance of principal and accrued
interest upon this Note shall, without any action by
Maker, immediately become due and payable without
demand for payment, presentment, protest, notice of
protest and non-payment, or other notice of default,
notice of acceleration and intention to accelerate or
any other notice, all of which are hereby expressly
waived by Maker.
9. All fees, charges, goods, things in
action or any other sums or things of value, other
than the interest resulting from the stated rate or
the Default Pate (collectively, "Additional Sums"),
whether pursuant to this Note, the Loan Documents, or
any other document or instrument in any way
pertaining to this lending Transaction, or otherwise
with respect to this lending transaction, that, under
the laws of the States of Arizona or Nevada, may be
deemed to be interest with respect to this lending
transaction, for the purpose of any laws of the
States of Arizona or Nevada that may limit the
maximum amount of interest to be charged with respect
to this lending transaction, shall be payable by
Maker, and shall be deemed to be additional interest,
and for such purposes only, the agreed upon and
"contracted for rate of interest" of this lending
transaction shall be deemed to be increased by the
rate of interest resulting from the Additional Sums.
Maker understands and believes that this lending
transaction complies with the usury laws of the
States of Arizona and Nevada.
10. Maker and all endorsers, guarantors
and all persons liable or to become liable on this
Note, waive presentment, protest and demand, notice
of protest, notice of intent to accelerate, notice of
acceleration, and demand and dishonor and nonpayment
of this Note and any and all other notices or matters
of a like nature, and consent to any and all renewals
and extensions of the time of payment hereof, and
agree further that at any time and from time to time
without notice, the terms of payment herein may be
modified or increased, changed or exchanged by
agreement between Holder and Maker.
11. This Note will be governed by and construed
in accordance with the laws of the State of Arizona,
except where such law is preempted by the laws and
regulations of the United States.
12. If any provision hereof shall, for any
reason and to any extent, be invalid or
unenforceable, then the remainder of this Promissory
Note shall not be affected thereby but instead shall
be enforceable to the mi6ximum extent permitted by
law.
13. All agreements between Maker mid Holder are
expressly limited so that in no contingency or event
whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the
unpaid principal balance hereof, or otherwise, shall
the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of the money to be
advanced hereunder exceed the highest lawful rate
permissible under the applicable usury law. If, from
any circumstances whatsoever, fulfillment of any
provision hereof or any other agreement referred to
herein or otherwise relating to this Note, at the
time performance of such provision shall be due,
shall involve transcending the limit of validity
prescribed by law which a court of competent
jurisdiction may deem applicable thereto, then ipso
facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if, from
any circumstance, Holder shall ever receive as
interest an amount which would exceed the highest
lawful rate, such amount which would be in excess of
the lawful interest shall be applied to the reduction
of the unpaid principal balance due hereunder as of
the date such amount is received or deemed to be
received by Holder and not to the payment of
interest. This provision shall control every other
provision of all agreements between Maker and Holder.
However, in the event an amount determined to be
excess interest is applied against the unpaid
principal balance, and thereafter the rate of
interest accruing under this Note decreases, this
Note shall in fact, secure interest at the then
highest lawful rate until such time that the
difference between such rate and the interest rate
which would otherwise apply under this Note equals
the amount of excess interest previously applied
against principal.
14. All notices provided for herein shall be in
writing and shall be (a) personally delivered or
delivered by courier service (e.g., Federal Express)
to the party being notified if an individual, or (b)
transmitted by certified or registered mail, return
receipt -requested, addressed to all parties hereto
at the address designated for each party as follows:
To Holder: Brad Randolph
4502 East Karen Drive
Phoenix, Arizona 85032
To Maker: Brad Randolph, President
Nostalgia Motorcars, Inc.
4502 East Karen Drive
Phoenix, Arizona 85032
With a copy to: G. Peter Spiess, Esq.
Spiess & Short, P.C.
40 North Central Avenue
Suite 1600
Phoenix, Arizona 85004
or to such other address as either party may
designate in writing. Notice shall be deemed
effective and received upon: (i) the date of receipt
if delivered by courier or by personal delivery, or
(ii) five (5) days after the deposit of same in a
letter box or other means provided for the posting of
mail, postage prepaid as provided above.
15. As used herein, the term "Maker' shall
include the undersigned Maker and any other person or
entity, who may subsequently become liable for the
payment hereof. The term "Holder" shall include
Holder as well as any other person or entity to whom
this Note or any interest in this Note is conveyed,
transfer or assigned with the prior written consent
of Maker.
16. Maker has no redemption rights under this Note.
Nostalgia Motorcars, Inc,
By: /s/Brad Randolph
Brad Randolph, President
PROMISSORY NOTE
$150,000.00 Phoenix, Arizona
June 11, 1999
1. FOR VALUE RECEIVED, Nostalgia
Motorcars, Inc., a Nevada corporation ("Maker"),
promises to pay to the order of Anoop Pittalwala
(Holder"), at such address as Holder may from time to
time designate, on or before the Maturity Date as set
forth herein, the principal sum of One Hundred Fifty
Thousand and 00/100 Dollars ($150,000) ("Loan") plus
interest from the date hereof as computed below.
2. The Loan term shall commence on the date
set forth above ("Commencement Date") and shall
expire on the second anniversary date following the
Commencement Date ("Maturity Date").
3. The principal amount from time to time
outstanding shall bear simple interest from the
Commencement Date through the Maturity Date at a rate
equal to the prime rate as announced by the Wall
Street Journal as of the last business day prior to
the first day of each calendar quarter, and shall be
adjusted as of the first day of each calendar quarter
during the term of this promissory note ("Note")
until this Note is paid in full.
After an Event of Default (as hereinafter
defined), all past due principal and, to the extent
permitted by applicable law, interest upon this Note
shall bear interest at the rate per annum equal to
eighteen percent (18%) ("Default Rate").
4. Subject to Section 5 below, upon the
expiration of the term of this Note, whether as a
result of maturity, acceleration upon default,
permitted payment of the outstanding balance of this
Note, or otherwise, but in no event later than the
Maturity Date, the entire outstanding principal
balance under this Note, together with all accrued
and unpaid interest, shall be due and payable in
full.
5. (a) Notwithstanding any provision to the
contrary contained in this Note, Holder may, at its
option and at any time and from time to time, convert
all or any portion of the then outstanding principal
amount and accrued interest hereunder into that
number of fully paid and nonassessable shares
(Shares") of voting common stock in Maker, as such
shares shall be constituted at the date of conversion
("Common Stock), equal to the amount of the then
outstanding principal amount as of the date of
conversion divided by one-quarter of one dollar
($0.25). Holder may exercise this option an more
than one occasion, so long as there still remains an
outstanding principal balance under this Note.
(b) In case of any reorganization or
recapitalization of Maker (by reclassification of its
outstanding Common Stock, capital stock or
otherwise), or its consolidation or merger with or
into another corporation, Holder shall, upon
conversion, be entitled to receive the shares of
stock, cash or other consideration which the Holder
would receive upon such reorganization,
recapitalization, consolidation or merger if
immediately prior thereto the conversion had occurred
and Holder had exchanged the Shares of Common Stock
in accordance with the terms of such reorganization,
recapitalization, consolidation or merger.
6. All payments under this Note shall be
applied in the following order:
(a) first, to the payment of accrued and
unpaid interest on the principal outstanding balance;
and
(b) second, to the reduction of the outstanding
principal balance of this Note.
7. All amounts payable under this Note are payable
in lawful money of the United States. Maker shall
not be permitted to prepay any amount due hereunder
without the express written consent of Holder, which
consent may be granted or withheld in Holder's sole
and absolute discretion.
8. It is agreed that time is of the essence in the
performance of all obligations hereunder. An "Event
of Default" shall exist hereunder if any one or more
of the following events shall occur and be
continuing:
(a) Default in the payment of the
indebtedness evidenced by this Note or any other
agreement or instrument evidencing or securing this
Note or otherwise executed and delivered by Maker in
connection with the indebtedness evidenced by this
Note (collectively, of time, declaration,
acceleration, or otherwise;
(b) Default in the due and timely
perfonrance of any term, condition, or covenant
contained in the Loan Documents;
(c) The filing of an involuntary petition
under the United States Bankruptcy Code or any other
federal or state bankruptcy statute, as now in effect
or as hereafter amended, against Maker, or if Maker
shall allow the appointment of a receiver, trustee,
conservator or liquidator of all or any part of its
assets ("Assets"), or if any of the Assets be levied
upon by virtue of any execution, attachment, tax levy
or other writ, or if liens be filed against the
Assets, and such involuntary petition, appointment,
levy, or filing, as the case may be, shall not be
released, stayed, bonded or insured against in favor
of Maker, satisfied or vacated within one hundred
twenty (120) days after the occurrence thereof;
(d) The abandonment of all or any material
part of the Assets;
(e) The breach of any warranty,
representation or certification given in connection
herewith, or any Loan Document;
(f) The filing by Maker of a petition
under the United States Bankruptcy Code or any other
federal or state bankruptcy statute, as now in effect
or as hereafter amended, or if Maker shall make an
assignment for the benefit of its creditors or be
unable, whether or not admitted, to pay its debts as
they become due;
(g) The filing of any foreclosure or
forfeiture proceeding with respect to any other lien
on the Assets, which foreclosure or forfeiture
proceeding is not dismissed or released within sixty
(60) days;
(h) The transfer of a material portion of
the Assets, voluntarily or involuntarily, in
violation of the terms of the Loan Documents;
(i) The failure of Maker to pay,
before delinquent, any taxes, assessments, fees,
charges, expenses or encumbrances created, levied, or
assessed upon or relating to the Assets (without any
requirement for- notice by Maker that such payment is
due); or
(j) Any repudiation by Maker of any
obligation hereunder or under the Loan Documents.
Upon the occurrence of any Event of Default
or other default under any of the Loan Documents, the
Holder hereof may, at its option, declare the entire
unpaid balance of principal and accrued interest on
this Note to be immediately due and payable, and
foreclose all liens and security interests securing
payment thereof or any part hereof. Upon the
occurrence of any of the Events of Default, the
entire unpaid balance of principal and accrued
interest upon this Note shall, without any action by
Maker, immediately become due and payable without
demand for payment, presentment, protest, notice of
protest and non-payment, or other notice of default,
notice of acceleration and intention to accelerate or
any other notice, all of which are hereby expressly
waived by Maker.
9. All fees, charges, goods, things in
action or any other sums or things of value, other
than the interest resulting from the stated rate or
the Default Pate (collectively, "Additional Sums"),
whether pursuant to this Note, the Loan Documents, or
any other document or instrument in any way
pertaining to this lending Transaction, or otherwise
with respect to this lending transaction, that, under
the laws of the States of Arizona or Nevada, may be
deemed to be interest with respect to this lending
transaction, for the purpose of any laws of the
States of Arizona or Nevada that may limit the
maximum amount of interest to be charged with respect
to this lending transaction, shall be payable by
Maker, and shall be deemed to be additional interest,
and for such purposes only, the agreed upon and
"contracted for rate of interest" of this lending
transaction shall be deemed to be increased by the
rate of interest resulting from the Additional Sums.
Maker understands and believes that this lending
transaction complies with the usury laws of the
States of Arizona and Nevada.
10. Maker and all endorsers, guarantors
and all persons liable or to become liable on this
Note, waive presentment, protest and demand, notice
of protest, notice of intent to accelerate, notice of
acceleration, and demand and dishonor and nonpayment
of this Note and any and all other notices or matters
of a like nature, and consent to any and all renewals
and extensions of the time of payment hereof, and
agree further that at any time and from time to time
without notice, the terms of payment herein may be
modified or increased, changed or exchanged by
agreement between Holder and Maker.
11. This Note will be governed by and construed
in accordance with the laws of the State of Arizona,
except where such law is preempted by the laws and
regulations of the United States.
12. If any provision hereof shall, for any
reason and to any extent, be invalid or
unenforceable, then the remainder of this Promissory
Note shall not be affected thereby but instead shall
be enforceable to the mi6ximum extent permitted by
law.
13. All agreements between Maker mid Holder are
expressly limited so that in no contingency or event
whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the
unpaid principal balance hereof, or otherwise, shall
the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of the money to be
advanced hereunder exceed the highest lawful rate
permissible under the applicable usury law. If, from
any circumstances whatsoever, fulfillment of any
provision hereof or any other agreement referred to
herein or otherwise relating to this Note, at the
time performance of such provision shall be due,
shall involve transcending the limit of validity
prescribed by law which a court of competent
jurisdiction may deem applicable thereto, then ipso
facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if, from
any circumstance, Holder shall ever receive as
interest an amount which would exceed the highest
lawful rate, such amount which would be in excess of
the lawful interest shall be applied to the reduction
of the unpaid principal balance due hereunder as of
the date such amount is received or deemed to be
received by Holder and not to the payment of
interest. This provision shall control every other
provision of all agreements between Maker and Holder.
However, in the event an amount determined to be
excess interest is applied against the unpaid
principal balance, and thereafter the rate of
interest accruing under this Note decreases, this
Note shall in fact, secure interest at the then
highest lawful rate until such time that the
difference between such rate and the interest rate
which would otherwise apply under this Note equals
the amount of excess interest previously applied
against principal.
14. All notices provided for herein shall be in
writing and shall be (a) personally delivered or
delivered by courier service (e.g., Federal Express)
to the party being notified if an individual, or (b)
transmitted by certified or registered mail, return
receipt -requested, addressed to all parties hereto
at the address designated for each party as follows:
To Holder: Anoop Pittalwala
19931 North 69th Avenue
Glendale, Arizona 85308
To Maker: Brad Randolph, President
Nostalgia Motorcars, Inc.
4502 East Karen Drive
Phoenix, Arizona 85032
With a copy to: G. Peter Spiess, Esq.
Spiess & Short, P.C.
40 North Central Avenue
Suite 1600
Phoenix, Arizona 85004
or to such other address as either party may
designate in writing. Notice shall be deemed
effective and received upon: (i) the date of receipt
if delivered by courier or by personal delivery, or
(ii) five (5) days after the deposit of same in a
letter box or other means provided for the posting of
mail, postage prepaid as provided above.
15. As used herein, the term "Maker' shall
include the undersigned Maker and any other person or
entity, who may subsequently become liable for the
payment hereof. The term "Holder" shall include
Holder as well as any other person or entity to whom
this Note or any interest in this Note is conveyed,
transfer or assigned with the prior written consent
of Maker.
16. Maker has no redemption rights under this Note.
Nostalgia Motorcars, Inc,
By: /s/Brad Randolph
Brad Randolph, President
INDEPENDENT AUDITORS' REPORT
Board of Directors
Nostalgia Motorcars, Inc.
Phoenix, Arizona
I have audited the accompanying Balance Sheets of
Nostalgia Motorcars, Inc., (formerly Amexan, Inc.),
(A Development Stage Company), as of December 31,
1998, December 31, 1997, and December 31, 1996, and
the related statements of operations, stockholders'
equity and cash flows for the three years ended
December 31, 1998, December 31, 1997, and December
31, 1996. 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 we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. 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 Nostalgia Motorcars, Inc.
(formerly Amexan, Inc.), (A Development Stage
Company), as of December 31, 1998, December 31, 1997,
and December 31, 1996, and the results of its
operations and cash flows for the three years ended
December 31, 1998, December 31, 1997, and December
31, 1996, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been
prepared assuming the Company will continue as a
going concern. As discussed in Note #5 to the
financial statements, the Company has suffered
recurring losses from operations and has no
established source of revenue. This raises
substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these
matters is described in Note #5. These financial
statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, Nevada 89123
September 17, 199
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1998 31, 1997 31, 1996
CURRENT ASSETS 0 0 0
TOTAL CURRENT ASSETS 0 0 0
OTHER ASSETS
Organization Costs (Net) 0 36 75
TOTAL OTHER ASSETS 0 36 75
TOTAL ASSETS 0 36 75
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
LIABILITIES AND STOCKHOLDERS' EQUITY
December December December
31, 1998 31, 1997 31, 1996
CURRENT LIABILITIES
Officer's Advances (Note #5) 1,945 485 485
TOTAL CURRENT LIABILITIES 1,945 485 485
STOCKHOLDERS' EQUITY (Note #4)
Common stockPar value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
December 31, 1996 -
5,000,000 shares 5,000
December 31, 1997 -
5,000,000 shares 5,000
December 31, 1998 -
5,000,000 shares 5,000
Additional Paid-In Capital 0 0 0
Deficit accumulated during
the development stage -6,945 -5,449 -5,410
TOTAL STOCKHOLDERS' EQUITY -1,945 -449 -410
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 0 36 75
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Year Year Nov 23,1993
Ended Ended Ended (Inception)
Dec 31 Dec 31 Dec 31 to Dec 31
1998 1997 1996 1998
INCOME
Revenue 0 0 0 0
EXPENSES
General, Selling and
Administrative 1,460 0 400 6,750
Amortization 36 39 39 195
TOTAL EXPENSES 1,496 39 439 6,945
NET PROFIT/LOSS (-) -1,496 -39 -439 -6,945
Net Profit/Loss(-)
per weighted share
(Note 1) -.0003 NIL -.0001 -.0014
Weighted average
Number of common
shares outstanding 5,000,000 5,000,000 5,000,000 5,000,000
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance
December 31, 1995 5,000,000 5,000 0 -4,971
Net loss year ended
December 31, 1996 -439
Balance,
December 31, 1996 5,000,000 5,000 0 -5,410
Net loss year ended
December 31, 1997 -39
Balance,
December 31, 1997 5,000,000 5,000 0 -5,449
Net loss year ended
December 31, 1998 -1,496
Balance,
December 31, 1998 5,000,000 5,000 0 -6,945
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Year Year Nov. 23,1993
Ended Ended Ended (Inception)
Dec 31 Dec 31 Dec 31 to Dec 31
1998 1997 1996 1998
Cash Flows from
Operating Activities
Net Loss -1,496 -39 -439 -6,945
Amortization +36 +39 +39 +195
Changes in assets
and Liabilities
Organization Costs 0 0 0 -195
Advances Payable +1,460 0 +400 +1,945
Net cash used in
Operating activities 0 0 0 -5,000
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 +5,000
Net Increase (decrease)
in cash 0 0 0 0
Cash,
Beginning of period 0 0 0 0
Cash, End of period 0 0 0 0
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December
31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 23, 1993,
under the laws of the State of Nevada as Amexan, Inc.
The Company currently has no operations and in
accordance with SFAS #7, is considered a development
company. On June 1, 1998 the Company changed its
name to Nostalgia Motorcars, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the
accrual method.
Estimates
The preparation of financial statements in conformity
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.
Cash and equivalents
The Company maintains a cash balance in a non-
interest-bearing bank that currently does not exceed
federally insured limits. For the purpose of the
statements of cash flows, all highly liquid
investments with the maturity of three months or less
are considered to be cash equivalents. There are no
cash equivalents as of December 31, 1998.
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset
or liability is recorded for all temporary difference
between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized
on a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128
(SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to
common stockholders by the weighted average number of
common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents
had been converted to common stock. As of December
31, 1998, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-
end.
Year 2000 Disclosure
The year 2000 issue is the result of computer
programs being written using two digits rather than
four to define the applicable year. Computer programs
that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities. Since the Company currently has no
operating business and does not use any computers,
and since it has no customers, suppliers or other
constituents, there are no material Year 2000
concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period
ended December 31, 1998, due to the net loss and no
state income tax in Nevada, the state of the
Company's domicile and operations. The Company's
total deferred tax asset as of December 31, 1998 is
as follows:
Net operation loss carry forward $ 5,449
Valuation allowance 5,449
Net deferred tax asset 0
The federal net operation loss carry forward will
expire in various amounts from 2013 to 2018. This
carry forward may be limited upon the consummation of
a business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation
consists of 50,000,000 shares with a par value of
$0.001 per share.
Preferred Stock
The corporation has no preferred stock.
On November 30, 1993, the Company issued 5,000,000
shares of its $0.001 par value common stock in
consideration of $5,000 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable
to a going concern, which contemplates the
realization of assets and liquidation of liabilities
in the normal course of business. However, the
Company does not have significant cash or other
material assets, nor does it have an established
source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern.
Until that time, the stockholders/officers and or
directors have committed to advancing the operating
costs of the Company, as set forth in Note 6 below.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of June 11, 1999, the two principals of the
Company loaned the Company a total of $300,000 as
evidenced by two promissory notes in the amount of
$150,000 each and bearing interest at the current
prime interest rate (adjusted quarterly). All
principal and accrued interest on such notes is due
and payable two years from said date. These
principals have also committed to loan the Company a
total of $250,000 in additional operating funds, if
needed.
The Company neither owns nor leases any real or
personal property. An officer of the corporation
provides office services without charge. Such costs
are immaterial to the financial statements and
accordingly, have not been reflected therein. The
officers and directors of the Company are involved in
other business activities and may, in the future,
become involved in other business opportunities. If
a specific business opportunity becomes available,
such persons may face a conflict in selecting between
the Company and their other business interests. The
Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to
acquire any additional share of common or preferred
stock.
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
ASSETS
6 Mos Ending Year Ended
June 30,1999 Dec.31,1998
CURRENT ASSETS
CASH 272,558 0
TOTAL CURRENT ASSETS 272,558 0
OTHER ASSETS
EQUIPMENT-COMPUTER (NET) 9,888 0
TOTAL OTHER ASSETS TOTAL ASSETS 9,888 0
TOTAL ASSETS 282,446 0
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
BALANCE SHEET (Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
6 Mos Ending Year Ended
June 30,1999 Dec.31,1998
CURRENT LIABILITIES
Officers Advances (Note #5) 1,945 1,945
Officers Loans 300,000 0
Accounts Payable 35,000 0
TOTAL CURRENT LIABILITIES 336,945 1,945
STOCKHOLDERS EQUITY (Note 4)
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1998 - 5,000,000 shares 5,000
June 30, 1999 - 5,000,000 shares 5,000
Additional paid in Capital 0 0
Accumulated loss during
Development stage -59,499 -6,945
TOTAL STOCKHOLDERS' EQUITY -54,499 -1,945
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 282,446 0
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
3 Mos 3 Mos 6 Mos 6 Mos
Ended Ended Ended Ended
June 30 June 30 June 30 June 30
1999 1998 1999 1998
REVENUE 0 0 0 0
EXPENSES
General, Selling
and
Administrative 32,554 0 52,554 1,460
Amortization 0 10 0 20
Total Expenses 32,554 10 52,554 1,480
Net Profit/Loss
(-) -32,554 -10 -52,554 -1,480
Net Profit/Loss(-)
per weighted
share (Note 2) -.0065 NIL -.0105 -.0003
Weighted average
number of common
shares outstanding 5,000,000 5,000,000 5,000,000 5,000,000
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
(Unaudited)
Nov 23 1993
Year Ended Year Ended (Inception)
December 31 December 31 to June 30
1998 1997 1999
REVENUE 0 0 0
EXPENSES
General, Selling
and Administrative 1,460 0 59,304
Amortization 36 39 195
Total Expenses 1,496 39 59,499
Net Profit/Loss (-) -1,496 -39 -59,499
Net Profit/Loss(-)
per weighted
share (Note 2) -.0003 NIL -.0119
Weighted average
number of common
shares outstanding 5,000,000 5,000,000 5,000,000
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Addit'l Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
Balance,
December 31, 1997 5,000,000 5,000 0 -5,449
Net loss, Year Ended
December 31, 1998 -1,496
Balance,
December 31, 1998 5,000,000 5,000 0 -6,945
Net Loss
January 1, 1999, to
June 30, 1999 -52,554
Balance,
June 30, 1999 5,000,000 5,000 0 -59,499
The accompanying notes are an integral part of these
financial statement
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
3 Mos 3 Mos 6 Mos 6 Mos
Ended Ended Ended Ended
June 30 June 30 June 30 June 30
1999 1998 1999 1998
Cash Flow from
Operating Activities
Net Loss -32,554 -10 -52,554 -1,480
Amortization 0 +10 0 +20
Changes in Assets
and Liabilities
Equipment-Computer -9,888 0 -9,888 0
Officers Advances 0 0 0 +1,460
Officers Loans +300,000 0 +300,000 0
Organization Costs 0 0 0 0
Accounts Payable +15,000 0 +35,000 0
Net cash used in
operating Activities +272,558 0 272,558 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
Net increase (decrease)
in cash +272,558 0 +272,558 0
Cash, beginning
of period 0 0 0 0
Cash, end of period 272,558 0 272,558 0
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
Nov 23 1993
Year Ended Year Ended (Inception)
December 31 December 31 to June 30
1998 1997 1999
Cash Flow from
Operating
Activities
Net Loss -1,496 -39 -59,499
Amortization +36 +39 +195
Changes in Assets
and Liabilities
Equipment-Computer 0 0 -9,888
Officers Advances 1,460 0 +1,945
Officers Loans 0 0 +300,000
Organization Costs 0 0 -195
Accounts Payable 0 0 +35,000
Net cash used in
operating Activities 0 0 +267,558
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +5,000
Net increase (decrease)
in cash 0 0 +272,558
Cash, beginning
of period 0 0 0
Cash, end of period 0 0 272,558
The accompanying notes are an integral part of these
financial statements
Nostalgia Motorcars, Inc.
(Formerly Amexan, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1999 and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 23, 1993, under
the laws of the State of Nevada as Amexan, Inc. The
Company currently has no operations and in accordance
with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the
accrual method.
Estimates
The preparation of financial statements in conformity
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.
Cash and equivalents
The Company maintains a cash balance in a non-
interest-bearing bank that currently does not exceed
federally insured limits. For the purpose of the
statements of cash flows, all highly liquid
investments with the maturity of three months or less
are considered to be cash equivalents. There are no
cash equivalents as of June 30, 1999.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset
or liability is recorded for all temporary difference
between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized
on a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128
(SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to
common stockholders by the weighted average number of
common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents
had been converted to common stock. As of June 30,
1999, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-
end.
Year 2000 Disclosure
The year 2000 issue is the result of computer
programs being written using two digits rather than
four to define the applicable year. Computer programs
that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities. Since the Company currently has no
operating business and does not use any computers,
and since it has no customers, suppliers or other
constituents, there are no material Year 2000
concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period
ended June 30, 1999, due to the net loss and no state
income tax in Nevada, the state of the Company's
domicile and operations. The Company's total deferred
tax asset as of December 31, 1998, is as follows:
Net operation loss carry forward $ 6,945
Valuation allowance $ 6,945
Net deferred tax asset $ 0
The federal net operating loss carry forward will
expire in various amounts from 2015 to 2018.
This carry forward may be limited upon the
consummation of a business combination under IRC
Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Nostalgia Motorcars,
Inc. consists of 50,000,000 shares with a par value
of $0.001 per share.
Preferred Stock
Nostalgia Motorcars, Inc. has no preferred stock.
On November 30, 1993, the Company issued 5,000,000
shares of its $0.001 par value common stock in
consideration of $5,000.00 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable
to a going concern, which contemplates the
realization of assets and liquidation of liabilities
in the normal course of business. However, the
Company does not have significant cash or other
material assets, nor does it have an established
source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern.
Until that time, the stockholders/officers and or
directors have committed to advancing the operating
costs of the Company, as set forth in Note 6 below.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of June 11, 1999, the two principals of the
Company loaned the Company a total of $300,000 as
evidenced by two promissory notes in the amount of
$150,000 each and bearing interest at the current
prime interest rate (adjusted quarterly). All
principal and accrued interest on such notes is due
and payable two years from said date. These
principals have also committed to loan the Company a
total of $250,000 in additional operating funds, if
needed.
The Company neither owns nor leases any real or
personal property. An officer of the corporation
provides office services without charge. Such costs
are immaterial to the financial statements and
accordingly, have not been reflected therein. The
officers and directors of the Company are involved in
other business activities and may, in the future,
become involved in other business opportunities. If a
specific business opportunity becomes available, such
persons may face a conflict in selecting between the
Company and their other business interests. The
Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to
acquire any additional shares of common stock.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COMPANY'S DECEMBER 31, 1998 AND
JUNE 30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THESE FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> YEAR
INTERIM
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN 1-1998 JAN-1-1999
<PERIOD-END> DEC-31-1998 JUN-30-1999
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 21
<CURRENT-ASSETS> 0 22
<PP&E> 0 0.8
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 593
<CURRENT-LIABILITIES> 1.9 81
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (1.9) 496
<TOTAL-LIABILITY-AND-EQUITY> 0 593
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1.5 2
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1.5) (3)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 (3)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1.5) (3)
<EPS-BASIC> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
</TABLE>
