U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities 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 Identification No.)
incorporation or organization)
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.
Prior to the name change, Amexan was an inactive company from the
date of incorporation. 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 full time and two part time employees (two in
sales and one in accounting), but anticipates adding two
additional employees in January 2000 for administrative support.
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 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
"old style" 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 "old style" bugs' incredible success, combined with an
undying used market, steady parts sales and significant Internet
interest, leads management of the Company to believe that a
viable market exists for the new "old style" bugs in the U.S.
Research by management supports the premise that the old style
bug is one of the most recognized production automobiles and its
legend is continually supported by clubs, trade organizations,
and magazines with a large following. Twenty years after the
last bug was sold in the U.S., loyal owners continue to support
the re-sale values of the old style bug. According to Hemmings
Motor News and other industry publications, prices of used old
style bugs in good condition can command over 4 times the
original sales price.
The market for old style bugs goes far beyond the new beetle
in terms of competition. Although some of the Company's
potential customers will be those who choose the old style bug
over the new style bug, the Company will most often find itself
competing with a wide range of cars and in an area of the market
that demands a higher degree vehicle personality as well as sound
structural and performance characteristics. Both new and old
style beetles share the same basic design. Subtle changes to the
new bug offer a slightly more contemporary appearance. The new
beetle is a liquid cooled front engine and front wheel drive
automobile providing 115 horse power whereas the old style bug is
an air cooled rear engine rear wheel drive automobile delivering
60 horsepower. Although basically the same, new production
technologies developed over the past two decades have made the
old style bug a better car. The fit and finish of a new old
style bug manufactured today is, in the opinion of management,
superior to the same car manufactured 25 years ago. Therefore, a
customer who prefers to the styling of the older style bug, while
obtaining the benefits of a modern, well constructed automobile,
will be inclined to choose the new "old style" bug.
Although the new "old style" bug will have obvious and
intrinsic similarities to its predecessor, significant
competition will most likely come from vehicles in a similar
price range. As stated above, some of the Company's customers
may choose the old style bug over the new style, however, the
Company will most often find that its competitive environment
will exist within a wide range of vehicles and not specifically
the new style beetle. The marketing and promotion behind the new
bug continues to reinforce the simple fact that the new exists
because of the success of the old.
The "old style" bug has remained in full production at
Volkswagen's state of the art automotive plant in Pueblo, Mexico,
and over the years Volkswagen 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 "old style" 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 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" bugs 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 "old style" 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. The purchase cost of each car from
sources in Mexico (as discussed below) will be approximately
$6,500. The cost of converting each vehicle, as set forth in the
contract with LPC of New York, Inc., will not exceed $1,600 per
car for the following structural modifications and the emissions
modifications necessary to meet all regulatory requirements
(including the cost of all parts):
(a) Bumper modifications
(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
(i) Dual air bags
Other approximate costs will be $500 for shipping, $700 for
insurance reserves, and $700 for accessories. This will leave a
profit margin of approximately $3,000 per vehicle.
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 "old style" 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.
(b) 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.
Although the new "old style" bug will have obvious and
intrinsic similarities to its predecessor, significant
competition will most likely come from vehicles in a similar
price range. The Company will most often find that its
competitive environment will exist within a wide range of
vehicles and not specifically the new style beetle.
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 business of the Company, 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.
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.
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, 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.
The Company neither owns nor leases any real or personal
property. Mr. Randolph provides office space to the Company
without charge. This office space consists of one room of
approximately 250 square feet in the home of Mr. Randolph,
located at 4502 East Karen Drive, Phoenix, Arizona 85032.
This office space is not suitable for the purposes of the
Company (there is adequate insurance coverage on the assets of
the Company at this location). On that basis, the Company on
October 12, 1999 entered into a five year lease for office space
to be located at 15750 Northsite Boulevard, Scottsdale, Arizona
85260. This office will consist of approximately 4,950 square
feet, with rent payable at the rate of $7,426.50 per month (with
a cost of living increase after the first twelve months). The
Company anticipates moving into this office in late January 2000.
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 of Amount of Percent
Class Benficial Owner Beneficial Ownership of Class
Common Brad Randolph
Stock 4502 East Karen Drive
Phoenix, Arizona 85032 1,500,000 30%
Common Anoop Pittalwala
Stock 11931 North 69th Ave
Glendale, Arizona 85308 175,000 3.5%
Common
Stock Shares of all directors
and executive officers
as a group (2 persons) 1,675,000 33.5%
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 25% of the then
outstanding principal amount of the note as of the date of
conversion. For example, if the principal amount on the date of
conversion is $100,000, and the stock is trading at $1.00 per
share on that date, then he would receive 25,000 Shares. 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. This office space consists of one room of
approximately 250 square feet in the home of Mr. Randolph,
located at 4502 East Karen Drive, Phoenix, Arizona 85032. This
office space is not suitable for the purposes of the Company
(there is adequate insurance coverage on the assets of the
Company at this location). See "Description of Property."
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.
From June 15, 1998 to October 21, 1999, the Company's Shares were
traded on the OTC Bulletin Board. They are currently traded in
the "Pink Sheets" (symbol CRRZ) and the range of closing bid
prices shown below is reported while trading on the OTC Bulletin
Board. 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.
In order to qualify for relisting on the OTC Bulletin Board, the
Company must comply with the new eligibility rules of the OTC
Bulletin Board (that is, all listed companies must be reporting
companies), and accordingly the Company filed its Form 10-SB
Registration Statement with the SEC on October 5, 1999. The
Company is anticipating that this Form 10-SB will clear all
comments in the near future and thereafter be promptly relisted
on the OTC Bulletin Board.
(b) Holders of Common Equity.
As of December 1, 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.
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, 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, and for the
period of November 23, 1993 (date of inception) to December 31,
1998. 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, and for the period of November 23,
1993 (date of inception) to December 31, 1998, 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 stock
Par 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
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) $ Nil $ Nil $ Nil $ Nil
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
9 Mos Ending Year Ended
Sept. 30,1999 Dec.31,1998
Current Assets
Cash $ 123,725 $ 0
Deposit On Vehicle Purchase $ 40,000 $ 0
Total Current Assets $ 163,725 $ 0
Other Assets
Automobile, Net $ 7,332 $ 0
Equipment-Computer (Net) $ 9,395 $ 0
Total Other Assets $ 16,727 $ 0
Total Assets $ 180,452 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
9 Mos Ending Year Ended
Sept. 30,1999 Dec.31,1998
Current Liabilities
Officers Advances (Note #5) $ 14,195 $ 1,945
Officers Loans 300,000 0
Accounts Payable 22,750 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 (161,493) (6,945)
Total Stockholders' Equity $ (156,493) $ (1,945)
Total Liabilities And
Stockholders Equity $ 180,452 $ 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 Ended 3 Mos Ended 9 Mos.Ended 9 Mos.Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
Revenue $ 0 $ 0 $ 0 $ 0
Expenses
General, Selling
& Administrative $ 101,359 $ 1,460 $ 153,913 $ 1,460
Amortization 636 8 636 28
Total Expenses $ 101,995 $ 1,468 $ 154,549 $ 1,488
Net Profit/(Loss) $ (101,995) $ (1,468) $ (154,549) $ (1,488)
Net Profit/(Loss)
Per Weighted
Share (Note 2) $ (.01) $ Nil $ (.03) $ Nil
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 Sept. 30,
1998 1997 1999
Revenue $ 0 $ 0 $ 0
Expenses
General, Selling
and Administrative $ 1,460 $ 0 $ 160,663
Amortization 36 39 831
Total Expenses $ 1,496 $ 39 $ 161,494
Net Profit/(Loss) $ (1,496) $ (39) $ (161,494)
Net Profit/(Loss)
Per Weighted
Share (Note 2) $ Nil $ Nil $ (.03)
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 CASH FLOWS
(Unaudited)
3 Mos Ended 3 Mos Ended 9 Mos.Ended 9 Mos.Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
Cash Flow from
Operating
Activities
Net Loss $ (101,995) $ (8) $ (154,549) $ (1,488)
Amortization 636 8 636 28
Changes in Assets
and Liabilities
Equipment-Computer 0 0 (9,888) 0
Automobile (7,474) (7,474) 0
Deposit-Vehicle
Purchase (40,000) (40,000) 0
Officers Advances 12,250 0 12,250 1,460
Officers Loans 0 0 300,000 0
Organization
Costs 0 0 0 0
Accounts Payable (12,250) 0 22,750 0
Net Cash Provided
By (Used In)
Operating
Activities $ (148,833) $ 0 $ 123,725 $ 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 $(148,833) $ 0 $ 123,725 $ 0
Cash, Beginning
of Period 272,558 0 0 0
Cash, End
of Period $ 123,725 $ 0 $ 123,725 U
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 Sept. 30,
1998 1997 1999
Cash Flow from
Operating Activities
Net Loss $ (1,496) $ (39) $ (161,494)
Amortization 36 39 831
Changes in Assets
and Liabilities
Equipment-Computer 0 0 (9,888)
Automobile 0 0 (7,474)
Deposit -
Vehicle Purchase 0 0 (40,000)
Officers Advances 1,460 0 14,195
Officers Loans 0 0 300,000
Organization Costs 0 0 (195)
Accounts Payable 0 0 22,750
Net Cash Provided By
(Used In)
Operating Activities $ 0 $ 0 $ 118,725
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 $ 123,725
Cash, Beginning
of Period 0 0 0
Cash, End of Period $ 0 $ 0 $ 123,725
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
September 30, 1999
(Unaudited)
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 effect 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 September 30, 1999.
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 September 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
September 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. It is the intent of the Company to seek a merger with
an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to
advancing operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
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 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 25% of the then outstanding
principal amount of the note as of the date of conversion. 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.
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.
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: December 7, 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 President, Secretary, Director December 7, 1999
Brad Randolph
/s/ Anoop Pittalwala Director December 7, 1999
Anoop Pittalwala
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
3.1 Articles of Incorporation See Below
3.2 Certificate of Amendment of Articles of
Incorporation See Below
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
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 vehicles 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
necessary to file for SVM status with On or before
the respective agencies October 31, 1999
Phase II Such administrative functions as are
necessary to proceed with the
Certificates procedures On or before
October 31, 1999
Phase III Complete emission testing for EPA and
CARB On or before
November 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 $1,600.00
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. he 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
maximum 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
maximum 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
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S AUDITED FINANCIAL STATEMENTS AND INTERIM
UNAUDITED FINANCIAL STATEMENTS, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1998 SEP-30-1999
<CASH> 0 123,725
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 163,725
<PP&E> 0 16,727
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 180,452
<CURRENT-LIABILITIES> 1,945 336,945
<BONDS> 0 0
0 0
0 0
<COMMON> 5,000 5,000
<OTHER-SE> (1,945) (156,493)
<TOTAL-LIABILITY-AND-EQUITY> 0 180,452
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,496 154,549
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,496) (154,549)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 (154,496)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,496) (154,496)
<EPS-BASIC> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
</TABLE>
